You are here » Home » Companies » Company Overview » ICICI Prudential Life Insurance Company Ltd

ICICI Prudential Life Insurance Company Ltd.

BSE: 540133 Sector: Financials
NSE: ICICIPRULI ISIN Code: INE726G01019
BSE 00:00 | 20 Oct 631.45 -28.70
(-4.35%)
OPEN

663.95

HIGH

663.95

LOW

619.25

NSE 00:00 | 20 Oct 631.75 -27.95
(-4.24%)
OPEN

653.00

HIGH

661.35

LOW

619.15

OPEN 663.95
PREVIOUS CLOSE 660.15
VOLUME 616999
52-Week high 724.50
52-Week low 398.75
P/E 186.27
Mkt Cap.(Rs cr) 90,747
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 663.95
CLOSE 660.15
VOLUME 616999
52-Week high 724.50
52-Week low 398.75
P/E 186.27
Mkt Cap.(Rs cr) 90,747
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To The MeMbers

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the 21st Annual Report of ICICIPrudential Life Insurance Company Limited (the Company) with the audited statement ofaccounts for the year ended March 31 2021 (FY2021).

PERFORMANCE INDUSTRY IN FY2020

The Covid-19 pandemic-induced lockdown had caused a disruption in economic activity inthe country which resulted in a contraction of GDP by 24.4% year on year in Q1-FY2021.The industry's new business premium based on retail weighted received premium (RWRP)declined by 18.2% year on year during the same period. The calibrated opening up of thecountry from June 2020 onwards led to an improvement in economic activity. The newbusiness RWRP was flat year-on-year in Q2-FY2021 declined by 8.6% in Q3-FY2021 andincreased by 29.2% year on year in Q4-FY2021. As a result the new business RWRP increasedby 3.0% from Rs 734.88 billion in FY2020 to Rs 756.58 billion in FY2021. The market shareof private players increased from 57.2% in FY2020 to 59.7% in FY2021.

Company in FY2021

Our objective continues to be that of creation of value for our key stakeholdersnamely customers employees and shareholders. Customer centricity continues to be at thecore of everything we do. With our customer centric approach we have had a robustperformance across service parameters. Our claim settlement ratio for individual deathclaims was 97.9% for FY2021. During FY2020 we had introduced Claims For Sure a one daysettlement promise for certain categories of claims. For FY2021 100% of all eligibleclaims under this process were settled within the promised timeline of one day. Theaverage time taken for settlement of all non-investigated death claims improved to 1.4days in FY2021. Our grievance ratio improved to 46 per 10000 new business policies issuedfor FY2021. Our persistency ratios1 for 13th month and 61stmonth were 87.1% and 59.8% respectively for FY2021. Our commitment to our employees isbased on the three cornerstones of Fairness & Meritocracy Learning & Growth andproviding a Supportive Environment. We aim to facilitate capability building throughvirtual learning on the-job training job rotation job enrichment and otheropportunities for career progression. The Company has leadership stability with 85% ofthe senior management team having served the Company for more than 10 years and with 88%of the positions in senior management filled through internal succession in the last 5years. For our shareholders our primary focus continues to be to deliver growth ofabsolute value of new business (VNB) through the 4P strategy of premium growth protectionbusiness growth persistency improvement and productivity improvement targeted atimproving cost ratios. We believe that this 4P strategy is appropriate in the context ofthe large insurance opportunity in the country coupled with our objective to grow theVNB.

Premium growth: Our new business received premium grew by 5.5% from Rs 123.48billion in FY2020 to Rs 130.32 billion in FY2021. The Annualised Premium Equivalent (APE)for the Company declined by 12.5% from Rs 73.81 billion in FY2020 to Rs 64.62 billion inFY2021. While we started the year with a significant decline in APE for Q1-FY2021 due tothe disruption caused by the pandemic we started to build momentum and saw sequentialimprovement across the quarters. We registered a year-on-year APE growth of 27% inQ4-FY2021. In FY2021 the Company had a market share of 7.2% based on RWRP.

Protection business growth: The Company continued its focus on the protectionbusiness resulting in a new business sum assured growth of 8.0% to Rs 6.17 trillion inFY2021. The Company was the market leader amongst the private sector companies based onsum assured with a market share of 12.5% for FY2021. During the year we saw an increasein end consumer prices for protection plans corresponding to an increase in reinsurancerates. Given the pandemic supply side constraints (including revised underwritingguidelines and general reluctance to visit medical centres) impacted the retail protectionbusiness. However we saw an increased demand in the group segment specifically for groupterm products. As a result the protection APE declined from Rs 11.16 billion in FY2020 toRs 10.46 billion in FY2021.

Persistency improvement: For FY2021 our persistency ratios1 for 13thmonth and 61st month improved to 87.1% and 59.8% respectively. Our retailrenewal premium increased by 6.3% from Rs 206.64 billion in FY2020 to Rs 219.58 billion inFY2021. During the year the Company's assets under management crossed Rs 2 trillion andstood at Rs 2.14 trillion at March 31 2021.

Productivity improvement: Total expenses decreased from Rs 44.71 billion in FY2020to Rs 42.20 billion in FY2021. The cost to total weighted received premium (TWRP2)ratio decreased from 15.9% in FY2020 to 14.8% in FY2021. Also the cost to TWRP ratio forsavings business improved from 10.4% in FY2020 to 9.6% in FY2021.

resilient balance sheet: The Company has maintained a strong and healthy BalanceSheet throughout its journey. Of the total liabilities non-participating guaranteedreturn products currently comprise only 1.1%. Only 0.5% of the fixed income portfolio hasbeen invested in bonds rated below AA and the Company continues to maintain its trackrecord of not having a single non-performing asset (NPA) in its fixed income portfoliosince inception. The Company proactively used the opportunity offered by the benign fixedincome market conditions to raise Rs 12.00 billion through issuance of non-convertibledebentures which are unsecured and in the nature of subordinated debt. The issue wastightly priced at a coupon rate of 6.85% per annum. With this fund raise the solvencyratio has improved to 216.8% at March 31 2021.

Value of New business (VNb): With the focus on growing VNB through the 4P strategydespite the reduction in APE the VNB grew from Rs 16.05 billion in FY2020 to Rs 16.21billion in FY2021 representing an increase of 1.0%. Embedded value increased from Rs230.30 billion at March 31 2020 to Rs 291.06 billion at March 31 2021.

A summary of key financial and business parameters is set out below:

( Rs billion)
Particulars FY2020 FY2021
New business premium 123.48 130.32
Annualised premium equivalent 73.81 64.62
Savings

62.65

54.16

Protection

11.16

10.46

Sum assured for new business 5711.84 6166.84
13th month persistency1 86.8% 87.1%
61st month persistency1 58.7% 59.8%
Retail renewal premium 206.64 219.58
Cost to total weighted received 15.9% 14.8%
premium (TWRP)2
Cost to TWRP (savings) 10.4% 9.6%
Value of new business (VNB) 16.05 16.21
Embedded value (EV) 230.30 291.06

outlook for the industry and the Company

Over the past few years there has been an increased focus on financialisation ofsavings with reforms such as setting up small finance and payments banks and theGovernment's push towards social security measures. With these measures on financialinclusion the demand for life insurance which forms an important component of financialsavings is expected to grow further. India's potential economic growth coupled with lowpenetration significant protection gap favourable demographics rapid rise inurbanisation and increasing financial savings are expected to propel growth of the lifeinsurance industry in India.

The Company would continue to focus on its objective of growing value of new business(VNB) through the 4P approach.

Premium growth: The Company would endeavour to grow premium through:

Deepening penetration in under-served customer segments: The Company wouldcontinue to focus on broadening the customer base through initiatives spanning across bothdistribution and products.

enhancing distribution: The Company would strengthen its distribution through acloser mapping of distribution segments with customer segments and products. The Companyis also focused on expanding the distribution network through acquisition of new partnersas well investing in creation of new sourcing channels.

Focus on pension & annuity: The Company would continue to cater to theretirement savings need of customers while managing the investment risk appropriately.

Protection business growth: The Company is focused on expanding the health &protection business across both retail and group lines of business. This would be done byoffering protection products across channels penetrating the online term insurance marketand partnering with loan providers to offer coverage against loans.

Persistency improvement: The Company would seek to drive persistency improvementsacross all durations by encouraging long term behaviour in customers.

Productivity improvement: The Company would focus on cost efficiency and inparticular would leverage the digital platform to improve customer experience andefficiency of service operations.

our reach

The Company reaches its customers through 517 offices in 449 locations as of March 312021. On March 31 2021 the Company had 14413 employees and 187560 advisors to cater tothe needs of customers. The Company distributes its products through agents corporateagents banks brokers proprietary sales force (PSF) and online channels.

Products

Broadly the Company's products can be categorised into savings and protection. Savingsproducts are offered on three platforms - linked participating and non-participating.Life insurance cover offered is generally the same across all savings products i.e. at tentimes the annual premium.

Protection products are available on retail group and credit life platforms. Theseproducts provide cover for life disability critical illness and accidental death.

Claims

The Company keeping in mind its philosophy of settling genuine claims quickly hasinitiated Claims For Sure a one day claim settlement promised for eligible cases and hassettled 9611 claims under the same for the year ended March 31 2021. The Company hassettled over 189000 mortality claims amounting to a total of Rs 24.46 billion in FY2021with individual claim settlement ratio of 97.92% and group claim settlement ratio of97.93%.

Further the Company has also paid 149783 maturity claims from its retail businessoperations and over 100000 survival benefit claims amounting to Rs 40.80 billion and Rs3.81 billion respectively. Additionally the Company has settled 283251 surrender claimsfrom its retail business operations and 242678 from group business amounting to a totalof Rs 161.90 billion. For non-investigated individual claims the settlement was completedwithin an average turnaround time of 1.4 days from the receipt of the last requirement ascompared to thirty days allowed by the regulator.

During the year the Company received death claim intimations due to Covid-19 of Rs3.55 billion gross of reinsurance and Rs 1.98 billion net of reinsurance. The Company hasestimated the impact of Covid-19 on micro insurance portfolio to be Rs 0.76 billion grossof reinsurance and

Rs 0.49 billion net of reinsurance. The claim intimations due to Covid-19 had beentapering off from January 2021. However the country is witnessing a surge of infectionsand as a prudent measure we have provided for potential Covid-19 claims of Rs 2.99 billionnet of reinsurance with an additional provision of Rs 0.34 billion for any delayedintimations from the previous year.

subsidiary

The Company's wholly owned unlisted subsidiary ICICI Prudential Pension FundsManagement Company Limited (PFM) acts as a pension fund manager under the National PensionSystem (NPS) with an objective of providing a strategic platform to leverage thesubstantial pension opportunity in India. During FY2021 the subscribers' funds managed byPFM have increased by 73.7% from Rs 43525.5 million at March 31 2020 to Rs 75586.4million at March 31 2021. The PFM registered a loss of Rs 39.9 million (previous year:loss of Rs 17.7 million). The overall contribution of the subsidiary to the financialresults of the Company is not significant currently as the subsidiary is still scalingup. However the Company expects a substantial improvement in the financial performance ofthe subsidiary going forward as the PFM has been granted a fresh certificate ofregistration under the new request for proposal rolled out by the Pension Fund Regulatoryand Development Authority (PFRDA) in December 2020. Under this the investment managementfee rate has been increased to 0.09% in comparison to 0.01% earlier subject to the assetsunder management (AUM) slab rates stipulated by the PFRDA. Also the license is nowperpetual in nature. The new Investment Management fee rate is effective from April 12021.

Further the PFM is also allowed to serve as a Point of Presence (PoP) fordistribution of NPS products and servicing. The PFM commenced its PoP business duringQ2-FY2020 and is committed towards increasing the presence in the industry and is focusedon scaling up the business and revenue. During FY2021 the PFM has enrolled 23040 newsubscribers and ranked second in terms of new subscriber addition amongst all the PFMsregistered as PoP. The subsidiary's efforts were appreciated by the PFRDA.

The Company will make available separate audited financial statements of the subsidiarycompany to any Member upon request. These documents/ details are available on theCompany's website (www.iciciprulife.com) and will also be made available for inspection byany Member of the Company at its registered office. A statement containing salientfeatures of the financial statements of the subsidiary company forms part of the financialstatements of the Company.

rural and social business

The Company has micro insurance retail products and group micro insurance products tocater to the protection need of the unorganised and economically vulnerable section of thesociety.

The Company has provided risk cover to self-help group (SHG) members predominantly inthe rural areas of Tamil Nadu

Maharashtra Karnataka and Rajasthan. These members belong to a group of microentrepreneurs having homogeneous social and economic background who come together toavail micro credit for financing their small and micro enterprises.

The Company partners with micro finance institutions and extends group micro insurancecover to customers for covering their loss of income risk arising out of unfortunate anduntimely demise.

137144 policies were issued in rural areas constituting 20.64% of total policyissuances. The Company also covered 2133682 lives as a part of its ‘social sector'business.

FINANCIALS & AUDIT FINANCIALS

 

( Rs billion)

Particulars standalone Consolidated
FY2020 FY2021 FY2020 FY2021
Profit after tax 10.69 9.60 10.67 9.56
Balance brought 19.89 26.51 19.84 26.44
forward from the previous year
Profit available for appropriations 30.58 36.11 30.51 36.00
Appropriations:
Interim Equity (1.15) - (1.15) -
Dividend
Final Equity Dividend (2.23) - (2.23) -
Tax on Equity Dividend (0.69) - (0.69) -
surplus carried to next year's account 26.51 36.11 26.44 36.00

The financial position of the Company remained strong with a solvency ratio of 216.8%at March 31 2021 (194.1% at March 31 2020) against the minimum regulatory requirement of150%.

Dividend and dividend distribution policy

The operations have resulted in a profit after tax of Rs 9.60 billion in fiscal 2021 ascompared to a profit after tax of Rs 10.69 billion for the previous year. The decline inprofit after tax is primarily on account of change in tax laws related to dividendexemption resulting in a higher tax liability compared to FY2020 and Covid-19 relatedclaims and increase in provisions. Profit before tax in fiscal 2021 was Rs 10.81 billionas compared to a profit before tax of Rs 10.69 billion for the previous year.

IRDAI vide circular dated February 21 2021 acknowledged the gradual improvement inbusiness performance of insurers and withdrew the earlier circular dated April 24 2020which had asked insurers to refrain from distributing dividend. However the IRDAI hasasked insurers to take a conscious call in the matter of declaring dividends for FY2021considering their capital solvency and liquidity positions. The Company's solvency ratiostood at 216.8% at March 31 2021. The Company has analyzed its solvency ratio understress scenario and its liquidity coverage ratios for both participating andnon-participating business. Given that the Company is comfortably placed on these metricsthe Board has proposed a final dividend of Rs 2.00 per equity share for FY2021 amountingto Rs 2.87 billion for FY2021 representing a dividend payout ratio of 29.9% of PAT.

In terms of Regulation 43A of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Dividend Distribution Policy of the Company is disclosed on itswebsite https://www.iciciprulife.com/about-us/corporate-policies.html.

Transfer of unclaimed dividend and shares to Investor education & Protection Fund(IePF)

Pursuant to the provisions of Section 124 of the Companies Act 2013 (CA2013) theamount of dividend remaining unpaid or unclaimed for a period of seven years from the dateof its transfer to the ‘unpaid dividend account/s' of the Company are required to betransferred to the Investor Education and Protection Fund (IEPF) established by theCentral Government. The unclaimed dividend for the financial year ended March 31 2015which pertained to employee shareholders of the Company would be transferred to the IEPFin FY2021-22. The corresponding shares if the dividend is unclaimed for a period of sevenyears along with the unclaimed dividend would also be transferred to the dematerialisedaccount of the IEPF Authority.

Members who have not yet encashed their dividend warrant(s) can claim the same inaccordance with the process made available on the website of the Company by accessing thefollowing link https://www.iciciprulife.com/about-us/shareholder-information/dividends.html.

Particulars of loans guarantees or investments

The provisions of Section 186(4) of the CA2013 requiring disclosure in the financialstatements of the full particulars of the loans given investment made or guarantee givenor security provided including the purpose for which the loan or guarantee or security isproposed to be utilised by the Company are not applicable to an insurance company.

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of Section 188 of the CA2013 including certainarm's length transactions under third proviso thereto are disclosed in Form AOC -2appended as Annexure A. Further as per the shareholding pattern of the related partiesonly ICICI Bank Limited and Prudential Corporations Holdings Limited have a holding in theCompany for 10% or more. The transactions with these entities are disclosed in the note3.10 of related party transactions under notes to accounts.

The Company has a Board approved policy on Related Party Transactions which has beenhosted on the website of the Company and can be viewed athttps://www.iciciprulife.com/about-us/corporate-policies.html.

Public deposits

During the year under review the Company has not accepted any deposits under Section73 of the CA2013.

AUDITORS STATUTORY AUDITORS

B S R & Co. LLP bearing registration number 101248W/W-100022 CharteredAccountants and Walker Chandiok & Co LLP bearing registration number 001076N/N500013Chartered Accountants are the joint statutory auditors of the Company as per theapplicable provisions of the Companies Act and the IRDAI Regulations.

B S R & Co. LLP were originally appointed as one of the joint statutory auditorsfrom FY2014-15 and were re-appointed on July 17 2019 for a term of five years i.e. fromconclusion of the 19th annual general meeting (AGM) upto the conclusion of 24thAGM of the Company. Walker Chandiok & Co LLP were originally appointed as one of thejoint statutory auditors from FY2016-17 and are proposed to be re-appointed for anotherterm of five years i.e from the conclusion of the ensuing 21st AGM upto theconclusion of the 26th AGM of the Company."

Fees for services to statutory auditors

The Company has incurred Rs 21.6 million as statutory audit fees for the year endedMarch 31 2021. Further the Company has not availed any other services from the statutoryauditors or its network entities/affiliated firms during the year ended March 31 2021.

secretarial auditors

The Company has with the approval of its Board of Directors appointed M/s. MakarandM. Joshi & Co. Company Secretaries to undertake secretarial audit of the Company forFY2021. The secretarial audit report is annexed herewith as Annexure B. There are noqualifications reservation or adverse remarks made by the auditors in their report.

Auditor's report

There is no qualification reservation adverse remark or disclaimer made by theauditors in their report. There were no reportable frauds identified by the auditorsduring the FY2021.

compliance and risk statement in respect of adequacy of internal financial controls

The Company has complied with internal financial controls (IFC) as per section-134 (5)of Companies Act 2013 and regulation 17(8) of the Securities and Exchange Board of India(SEBI) (Listing Obligations and Disclosure Requirements) Regulations 2015 in terms ofinternal control over financial reporting and section 404 of Sarbanes Oxley Act (SOX)2002. To ensure effective internal financial control the Company has implemented InternalControl Framework 2013 endorsed by the Committee of Sponsoring Organisations (COSO) of theTreadway Commission. The Company's internal financial control framework comprises ofinternal controls over financial reporting operating controls and fraud preventioncontrols. The framework is designed to ensure accuracy completeness and reliability offinancial records orderly and efficient conduct of business and safeguarding of assets aswell as prevention and detection of fraud. The Company has a mechanism of testing thecontrols at regular intervals for design and operating effectiveness. Further theauditors state that the internal financial controls are adequate with reference tofinancial statements and controls are operating effectively. The Company believes thatstrengthening of internal controls is an ongoing process and there will be continuousefforts to keep pace with changing business needs and environment. The key components ofthe internal financial control framework include:

entity level controls: The control environment of the Company relies on a set ofEntity Level Controls (ELCs) which operate at an organisation level and may not beembedded in any single process of the Company. The ELCs set up by the Company include: (a)Corporate governance framework comprising Board and Executive committees for oversight onthe management of the Company. (b) Policies commensurate with the Company's size and levelof complexity to establish standards of conduct including code of conduct whistle blowerpolicy work place harassment conflict of interest insurance awareness and customereducation policy grievance redressal policy record maintenance policy delegation offinancial powers and accounting policy etc.

(c) Risk and fraud management framework to identify measure monitor and controlvarious risks including operational risk and framework for identifying monitoring andcontrol over outsourced activities. (d) Independent Internal Audit Department withoversight from the Audit Committee.

(e) Employee management framework comprising of hiring retention trainingperformance evaluation remuneration structure compensation succession planning throughleadership cover index etc.

(f) Framework to ensure compliance to regulations laws including compliancecertification communication of changes in regulations/ laws etc. and litigationmanagement. Framework to ensure compliance of internal control over financial reporting.

(g) Budgeting monitoring and reporting of the performance with key performanceindicators.

(h) Information and cyber security policy and information security framework along withframework to ensure business continuity and disaster recovery.

Process controls: These comprise of controls operating at process level with theobjective of providing assurance at a transaction recording stage. The salient aspects ofthe control framework include: (a) All business processes having implication on financialresults regulatory and shareholder reporting are subject to quarterly reviews. Anymaterial deficiency is discussed at the Audit Committee. (b) The Company has deployedautomation in most aspects of transaction processing (including policy administrationinvestment management actuarial computations expense processing claims managementhuman resource processes and accounting) to ensure greater control and efficiency.

Control over third parties providing services: The Company has a vendor on-boardingprocess with due diligence risk assessment document review and periodic assessment toensure controls over third party service providers relevant from a financial reportingperspective. Further the Board Risk Management Committee has an oversight onimplementation of controls and monitors performance of the outsourced vendors.

safeguarding of assets: The Company has adequate controls over safeguarding ofassets (comprising of investment assets IT assets and other assets). These controls arebased on value and custody of assets.

review controls: Review control comprises of multiple levels of oversight overfinancial reporting by way of a strong reporting and review framework as follows: (a) Thefinancials prepared are audited by joint statutory auditors and are reviewed by AuditCommittee. They are also submitted to Insurance Regulatory Development Authority of India(IRDAI). (b) The Internal Audit Department exercises independent oversight overoperational and financial processes. Any significant observations and recommendations arepresented to the Audit Committee. Investment operations is subject to daily concurrentaudit certification and an Investment Risk Management Systems (IRMS) audit once in twoyears. Any significant findings in the concurrent audit or IRMS audit are presented to theAudit Committee.

(c) The Company has an effective organisation structure which segregates duties amongbusiness groups thereby ensuring orderly and efficient conduct of business.Additionally the Board has constituted various committees responsible for specificoperational areas formulation of policies and framework identification assessment andmonitoring of principal risks in accordance with the policies and procedures. (d) Thereare senior management controls comprising of high level control (HLC) and managementreview control (MRC) to monitor and identify any material misstatement. Managementexercises review control by way of in depth reviews of financials ledger balancessuspense and payables liability assumptions information security regulatory compliancecommunication and reporting key compliance issues and supervision of risk managementfunction etc. conducted by Chief Financial Officer Appointed Actuary Head of InformationTechnology Head of Operations and Head of Compliance & Risk.

Fraud prevention: The Company has a Board approved fraud risk management policywhich is based on ‘Insurance Fraud Monitoring Framework' guidelines issued by IRDAI.The Company has an Operational Risk Management Committee (ORMC) which independentlymonitors frauds. The ORMC reports to Executive Risk Committee which in turn reports to theBoard Risk Management Committee (BRMC).

(a) The fraud control framework consists of preventive measures incident managementand awareness activities. Preventive management includes fraud risk assessment for designof processes investigation triggers across policy life cycle and proactive use ofanalytics to identify fraud patterns. Incident management includes recovery of lossaction through law enforcement agencies detailed investigation and root cause analysisand fraud incident reporting to BRMC. Awareness includes mandatory induction training andawareness program for employees regular emails/SMSs sent to policy holders fraudprevention tips on Company's website.

(b) The Company ensures implementation of controls to prevent repeat incidentsfinancial recovery process and disciplinary action against involved employees. It alsoinitiates actions through law enforcement authorities based on severity of the incident.(c) The Company undertakes several measures from time to time to create awareness amongstits employees and customers against fraudulent practices.

Internal audit and compliance framework

Internal audit:

The Internal Audit Department (IAD) of the Company acts as an independent entity andreports to the Audit Committee of the Board. IAD has an unrestricted access to the AuditCommittee Chairperson and the Managing Director and Chief Executive Officer (MD &CEO). The Head–Internal Audit reports directly to the Audit Committee of the Boardand administratively reports to the Chief Risk & Compliance Officer. The IAD hasdeveloped a Risk Based Audit Plan (RBAP) and the same has been approved by the AuditCommittee of the Board. The basic philosophy of RBAP is to provide reasonable assurance tothe Audit Committee of the Board and management about the adequacy and effectiveness ofthe risk management and control framework in the Company. The scope of Internal Auditincludes the review of risk management procedures internal control systems informationsystems and governance processes. Key audit observations and recommendations made arereported to and discussed at the Audit Committee of the Board. Implementation of therecommendations is actively monitored.

Compliance:

The Board Audit Committee oversees the compliance framework of the Company. The Companyhas formulated various internal policies/ procedures such as the Compliance Policy Anti-Bribery and Anti- Corruption Policy Anti-Money Laundering Policy and an employee code ofconduct which govern the day-to-day activities to ensure compliance. The compliancefunction disseminates the information regarding relevant laws regulations and circularsrelated to insurance and anti-money laundering to various functions. It also serves as areference point for the staff of various functions for seeking clarifications onapplicable laws regulations and circulars issued on these aspects. The compliance teamalso monitors the adequacy of the compliance framework across the Company with theInternal Audit function through an integrated risk based audit plan. Key issues observedas a part of this monitoring are reported to the Board Audit Committee and implementationof recommendations is actively monitored. A compliance certificate signed by the ManagingDirector & CEO based on the certification from respective functional heads is placedat the Board Audit Committee and Board of Directors on a quarterly basis.

Ind As Implementation roadmap

The Authority (IRDAI) vide its circular dated January 21 2020 deferred theimplementation of IND AS in Insurance sector in India since the International AccountingStandards Board (IASB) had indicated that they aim to issue final amendments to IFRS 17 bymid-2020. IASB on March 17 2020 deferred the effective date of IFRS 17 InsuranceContracts to annual period beginning on or after January 1 2023. The Accounting StandardBoard (ASB) of Institute of Chartered Accountants of India (ICAI) on December 24 2020deferred effective date of Ind AS 117 to annual reporting periods beginning on or afterApril 1 2023.

risk management

The Company recognises that risk is an integral element of the business and managedacceptance of risk is essential for generating shareholder value. The risk governancestructure of the Company consists of the Board the Board Risk Management Committee(BRMC) the Executive Risk Committee (ERC) and its sub-committees. The risk philosophy ofthe Company is outlined in the Board approved risk policy which is reviewed by the Boardat least annually. The Board risk policy details identification measurement monitoringand control standards relating to various individual risks namely investment (marketcredit and liquidity) insurance operational (including legal compliance outsourcingbusiness continuity information and cyber security) and reputation. The Boardperiodically reviews the potential impact of strategic risks such as changes inmacro-economic factors government policies regulatory environment and tax regime on thebusiness plan of the Company.

In addition to these risks the life insurance industry faces a number of emergingrisks. Even as the ongoing Covid-19 pandemic continues to pose several challenges for lifeinsurers there are new risks related to ESG (environmental social and governance)issues. For the Company governance ethics and sustainability are the overallresponsibility of the Board with its Committees playing key roles in identifyingmitigating and managing ESG risks and other material issues. One of the most prominent ESGrisks is that of climate change and its potentially far-reaching consequences. There iscurrently a lot of uncertainty about the impact of climate change and the Company hasstarted working to better understand and address the potential impacts on its business.Apart from climate change there are emerging risks associated with public health trendssuch as increase in obesity related disorders and demographic changes such as populationurbanisation and ageing. The risk management framework of the Company seeks to identifymeasure and control its exposures to all these risks within its overall risk appetite. Thekey aspects of the Company's risk management framework have been outlined below. Furtherinformation on the Company's approach to risk management has been set out in the sectionson ‘Enterprise Risk Management' and ‘Risks and Opportunities' of this Report.

1. Investment risk

Investment risk is the risk arising out of variations in the level or volatility ofmarket prices of assets and financial instruments including the risk arising from anymismatch between assets and liabilities due to external market and economic factors. TheCompany faces limited liquidity risk due to the nature of its liabilities. The keymitigation approaches for this risk are as follows:

(a) Product approval process: Launching new products can significantly alter the riskprofile of the Company's Balance Sheet. Investment risks inherent in new products orsignificant modifications to existing products are identified at product design stage andproducts are launched only after approval by the ERC. (b) Asset Liability Management(ALM): The Company has detailed Investment Specifications that govern the investmentstrategy and limits for each fund depending on the profile of the liability backed bythose assets. For each category of products the Investment Specifications define limitsto permissible exposures to various asset classes duration guidelines for fixed incomeinstruments and minimum investment in liquid assets. The Company uses derivatives to hedgeinterest rate risk.

(c) Exposure limits have been defined for companies groups and industries inaccordance with regulatory guidelines and the Company's internal Investment Policy. TheCompany restricts investments primarily to securities rated AA and above. (d) The Companyhas a liquidity contingency plan in place.

(e) As part of its ESG philosophy the Company is implementing a framework forinvestment decisions that will support mitigation of risks due to climate change as wellas other environmental social and governance risks by factoring these in its investmentdecisions.

2. Insurance risk

Insurance risk is the risk arising because of variance to the best estimate or becauseof random fluctuations in the frequency size and timing of insurance liabilities.Insurance risk comprise the following components: mortality morbidity persistency andexpense risk. These risks are mitigated through the following:

(a) Product approval process: Insurance risks inherent in the new products orsignificant modifications to existing products are identified at product design stage andproducts are launched only after approval by the ERC. The Company in its product designincorporates product features and uses appropriate policy wordings to mitigate insurancerisk.

(b) Reinsurance: The Company uses appropriate reinsurance arrangements includingcatastrophe reinsurance to manage insurance risk. The arrangements are with select andfinancially sound reinsurers. The Company's reinsurance exposures are considered andapproved by the ERC periodically.

(c) Underwriting and claims controls: Underwriting and claims policies and proceduresare in place to assess and manage mortality and morbidity risks. The Company seeks tominimise these risks by diversifying its business portfolio and adhering to appropriateand segmented underwriting norms. The Company conducts periodic reviews of bothunderwriting and claims procedures.

(d) Experience analysis: The Company conducts its experience analysis regularly toensure that corrective actions can be initiated at the earliest opportunity and thatassumptions used in product pricing reserving and embedded value reporting are in linewith the experience. The Company actively monitors its claims experience persistencylevels and expense ratios. In the current situation of Covid-19 pandemic the Company hasbeen closely monitoring the overall mortality experience including the deaths on accountof Covid-19. The Company has been holding additional provisions towards potential Covid-19claims and the adequacy of this provision has been continually assessed in line with theclaims experience.

(e) Aligning key performance indicators: The Company uses appropriate key performanceindicators for different levels of hierarchy in sales and operations to align interestsand ensure adequate focus on insurance risk especially persistency and expense.

3. operational risk:

Operational risk is the risk of loss resulting from inadequate or failed internalprocesses people and systems or from external events.

The Company uses the following approaches to manage operational risk:

(a) The Company develops and monitors mitigation plans for high risk items identifiedthrough the Risk and Control Self-Assessment (R&CSA) conducted by each businessfunction through analysis of loss events and review of audit findings.

(b) The Company continuously monitors internal loss events and ensures adequatemitigation for material impact events to avoid recurrence of such instances

(c) The Company actively promotes a risk awareness culture by improving understandingthrough communication and education amongst management employees contractors andvendors. It further engages with law enforcement agencies to create awareness on variousinsurance frauds and emerging issues

(d) Fraud Management: The Company follows both a proactive and reactive approach tomanage fraud. Proactive management is done by using triggers to identify suspected fraudsand through random sample checks. Reactive management is done through incident management.Investigation is carried out for identification of process or system failures andidentification of responsible internal or external parties. The Company ensuresimplementation of controls to prevent recurrence of such incidents financial recoverywhenever applicable and disciplinary action against involved employees in accordance withthe Company's Code of Conduct. It also initiates actions through law enforcementauthorities based on severity of incidents.

(e) Outsourcing Risk: Processes of the Company are outsourced as permitted under theregulatory guidelines. The Company carries out required due-diligence for any new activityor vendor empanelment and annual assessment of outsourced vendors.

(f) Business Continuity Management (BCM): The Company has a BCM framework to ensureresilience and continuity of key products and services at a minimum acceptable level toachieve business - as usual presence in the market place and safety of human resources.This includes systems and processes for management of risk including use of disasterrecovery sites and business continuity plans for critical processes which are being testedperiodically. The Company has also been periodically reviewing the business continuityplan and updating it based on the learnings from the current situation of the Covid-19pandemic. Based on the business continuity practices followed the Company has beenawarded a certification under ISO 22301:2012 standard.

(g) Information and cyber security: The Company has an information and cyber securityframework that ensures all information assets are safeguarded by establishingcomprehensive management processes throughout the organisation. The Company's controlsinclude deployment of security solutions like firewalls intrusion prevention systemsanti-malware solutions and dynamic URL (Uniform Resource Locator) filtering. Further aprogram for vulnerability assessment of critical information technology applications andinfrastructure is in place. In the current situation of the Covid-19 pandemic the Companyhas implemented security protocols for the infrastructure supporting work from home.

(h) The Company has a whistle-blower policy that facilitates reporting of observedbreaches. Depending on the nature and seriousness of non-compliant behaviour the Companymay take corrective actions against the erring employees as laid down in its code ofconduct.

4. reputation risk

Reputation risk is defined as the risk of negative opinion about the financialstability service levels integrity transparency or any other aspect in the minds ofthe stakeholders resulting in a decline in business volumes which eventually impactcontinuity of business. The Company has a framework in place for managing reputation riskand periodically monitors various parameters that could impact the reputation of theCompany.

COMPANY'S RESPONSE TO COVID-19 PANDEMIC

The impact of the Covid-19 pandemic was felt across the economy. In the initial days ofthe pandemic and in response to the nation-wide lock down the Company had responsiblyactivated the business continuity plan (BCP). As a provider of essential services theCompany tracked developments and enabled a conducive environment for functioning of theCompany and fulfilling its duties while complying with all necessary regulatory andstatutory directives. Employee safety was a key priority for the Company and work fromhome facilities were enabled for all employees. In addition their health status wasperiodically tracked and awareness and guidance initiatives were undertaken to keep themhealthy and engaged. Consistent communication to customers was ensured on the servicingoptions available from the safety of their homes on the Company's robust digitalplatforms. Distributors were encouraged to use new collaboration tools on the Company'srobust digital platform to digitally connect with customers for new business as well asservicing requirement. On the regulatory front the Company continually engaged IRDAI onoperational aspects as well longer term policy shaping measures.

As the country opened up the Company was able to scale up operations across allbranches while complying with directives from local authorities. Consumer mindset towardslonger term savings underwent certain shifts and the Company was able to capitalize onopportunities in non-linked business and annuities to grow those segments. Retailprotection business was affected due to asynchronous reinsurer-led price changes in themarket and given the live pandemic environment tighter underwriting practices andconstraints in conducting medical examinations. The Company was able to take advantage ofopportunities in Group protection and grow the segment.

Even as the pandemic continues into the coming year with a second wave resulting inincreased infections and resultant deaths the Company will continue to monitor thesedevelopments closely and take appropriate actions.

For employees work from home was enabled their health status was periodically trackedand awareness and guidance initiatives were undertaken to keep them healthy and engagedwith the below paragraph. Employee health safety and well-being was accorded paramountimportance over the last one year. With the onset of the Covid-19 pandemic a two-tiercommand structure was set up to implement the Business Continuity Plan set direction andensure compliance to statutory guidelines. The Company undertook several initiatives tosupport the physical and psychological well-being of employees and agents and help themseamlessly transition to a work from home (WFH) mode.

Physical and psychological well-being: Several initiatives were taken to augmentworkplace safety through strict monitoring of Covid-19 safety guidelines like rosteringsocial distancing masking temperature checks and implementation of stringentsanitisation and contact tracing guidelines. Plexiglass barriers were installed at eachworkstation along with deployment of air filters. An app called IWorkSafe was launched toenable employees to declare their health status and enable social distancing through aBluetooth-based buzzer. Employees were offered free tele-consultation with Company doctorsand free tele-counselling with mental health professionals. Covid-19 testing additionalsick leave and Covid-19 Home Care package was offered to all Covid-19 positive employees.The Company has tied up with hospitals to facilitate vaccination for employees.

enabling work from home: The Company transitioned seamlessly to Work From Homemode. Accessibility was ensured by allotting devices to all employees and throughmigration of all work applications to enable remote access. Remote technology support wasoffered and data charges were reimbursed to facilitate subscription to high bandwidthnetworks. Collaboration platforms such as MS Teams were deployed along with other digitalsolutions such as mobile applications websites WhatApp chatbots and AI powered bots toenable customer interaction and customer service. Given the challenges of executingclassroom or face-to-face training learning and development initiatives werere-configured to promote digital learning towards enhancing skill and productivity levels.Virtual engagement sessions with employees were stepped up and regular engagement sessionswere conducted by the leadership team and managers. Considering that Covid-19 pandemic hasnot abated the Company has provided for potential Covid-19 claims of Rs 2986 million netof reinsurance with an additional provision of Rs 336.4 million for any delayedintimations from the previous year.

Code of conduct under securities and exchange board of India (Prohibition of InsiderTrading) regulations 2015

The Company has in place a Code of conduct to regulate monitor and report trades inSecurities by Designated Persons ("Code") which is in accordance with theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015as amended from time to time. The Code is applicable to the Directors employees of theCompany Designated Persons and their immediate relatives as detailed therein. Theobjective of the Code is to achieve compliance to the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations. Any infractions / violations of theCode are suitably dealt with as provided for in the Code.

Ceo/CFo certification

In terms of the Listing Regulations the certification by the Managing Director &CEO and Chief Financial Officer on the financial statements and internal controls relatingto financial reporting has been obtained.

CORPORATE GOVERNANCE

The Company considers its stakeholders as partners in success and remains committed todelivering value to stakeholders. The Company believes that a sound corporate governancemechanism is critical to retain and enhance stakeholders' trust. It is committed toexercise overall responsibilities rigorously and diligently throughout the organisationmanaging its affairs in a manner consistent with corporate governance requirements andexpectations. The Company's corporate governance philosophy is based on an effectiveindependent Board including the separation of Board's supervisory role from the executivemanagement. The Board Committees are generally comprising of a majority ofindependent/non-executive Directors and are chaired by independent Directors to overseecritical areas of business operations.

significant and material orders passed by the regulators or courts or tribunalsimpacting 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 ortribunals impacting the going concern status of future operations of the Company.

Compliance to secretarial standards

The Company has been in compliance of the applicable Secretarial Standards issued bythe Institute of Company Secretaries of India for the financial year 2021.

Annual return

A copy of the annual return for FY2021 is placed on the website of the Company athttps://www.iciciprulife.com/about-us/shareholder-information/other.html in accordancewith the provisions of the CA2013 with the information available up to the date of thisreport and shall be further updated as soon as possible but no later than sixty days fromthe date of the Annual General Meeting.

Particulars of employees

The statement containing the particulars of employees as required to be disclosed underSection 197(12) of the CA2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is set out in an Annexure and formspart of this Report. In terms of Section 136(1) of CA2013 the Report and the Accounts aresent to the members excluding the aforesaid Annexure. Any member interested in obtaining acopy of this Annexure may write to the Company Secretary at the Registered Office of theCompany.

Corporate social responsibility (Csr) initiatives

The Corporate Social Responsibility policy as approved by the Board has been hosted onthe Company's website (https://www.iciciprulife.com/ about-us/corporate-policies.html).

The Company has spent Rs 109.8 million for FY2021 towards CSR programs as against Rs108.4 million required to be spent which is 2.01% of the average net profits made duringthe three immediately preceding financial years in accordance with section 135 of theCompanies Act 2013. An excess amount of Rs 1 million spent by the Company as CSR expenseis carried forward to the next year.

The detailed annual report on Corporate Social Responsibility activities is annexedherewith as Annexure C.

sexual harassment policy

The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 provides protection against sexual harassment of women at the workplace and laysdown guidelines for the prevention and redressal of complaints of sexual harassment. TheCompany has a laid down policy on sexual harassment at the workplace and has made itavailable to all employees on the Company's intranet. The Company believes in providing asafe and secure working environment and on an ongoing basis creates education andawareness amongst employees. During the calendar year 2020 seven complaints on sexualharassment were filed which were closed as per process after due investigation. There areno pending complaints for the calendar year 2020. Further the Company has complied withprovisions relating to the constitution of Internal Complaints Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Whistle blower policy

The Company has adopted highest business governance ethical and legal standards. TheWhistle blower Policy aims to provide a mechanism to ensure that concerns areappropriately raised independently investigated and addressed.

The purpose of the Policy is to encourage employees to report matters without the riskof subsequent victimisation discrimination or disadvantage. As per the Policy employeesor Directors can raise concerns related to breach of any law statute or regulationissues related to accounting policies and procedures acts resulting in financial loss orloss of reputation misuse of office suspected/actual fraud and criminal offencesnon-compliance to anti-bribery and anti-corruption policy leak of any unpublished pricesensitivity information (UPSI) pursuant to SEBI Regulations or any such informationprescribed pursuant to any regulations/laws as amended from time to time by the Companyor its employees. Such complaints are reported to the Board Audit Committee.

The Policy has been periodically communicated to employees and an extract of the samehas also been hosted on the Company's intranet and details pertaining to establishment ofvigil mechanism are hosted on the website athttps://www.iciciprulife.com/about-us/corporate-policies.html.

Code of conduct

The Company has a code of conduct (Code) for Directors and employees of the Companywhich was last reviewed by the Board of Directors at its meeting held on July 21 2020.The Code aims at ensuring consistent standards of conduct and ethical business practicesacross the constituents of the Company. The Code lays down the broad framework of generalguiding principles for conducting day-to-day business. This Code is available on thewebsite of the Company (https://www.iciciprulife.com/ about-us/corporate-policies.html).Pursuant to the Listing Regulations a confirmation from the Managing Director & CEOregarding compliance with the Code by all the Directors and senior management forms partof the Annual Report.

Policy for determining material subsidiaries

In accordance with the requirements of the Listing Regulations the Company hasformulated a policy for determining material subsidiaries and the same has been hosted onthe website of the Company (https://www.iciciprulife.com/about-us/corporate-policies.html ).

board of Directors

The Company's Board is constituted in compliance with the CA2013 in accordance withListing Regulations and IRDAI Corporate Governance Guidelines 2016. At March 31 2021the Board comprised of five independent Directors three non-executive Directors and theManaging Director & CEO. Out of three non-executive Directors two Directors arenominated by ICICI Bank Limited and one by Prudential Corporation Holdings Limited. TheChairman of the Board is an Independent Director. Except the Managing Director & CEOall other Directors including the Chairman of the Board are non-executive Directors. TheBoard is responsible for corporate strategy and other responsibilities as laid down byIRDAI under the Corporate Governance guidelines. The Managing Director & CEO overseesimplementation of the strategy achievement of the business plan and day-to-dayoperations. There is an appropriate mix of executive non-executive and independentDirectors on various Board Committees. None of the Directors is related to any otherDirector or employee of the Company. The Board functions either as a full Board or throughvarious Committees constituted to oversee specific areas. The Board has constitutedcommittees namely Board Audit Committee Board Risk Management Committee BoardInvestment Committee Board Customer Service & Policyholders' Protection CommitteeBoard Nomination and Remuneration Committee Board Corporate Social ResponsibilityCommittee Stakeholders Relationship Committee With Profits Committee and StrategyCommittee. The Company recognises that a diverse Board will have different thoughtsperspectives knowledge skill industry experience age and gender which will ensurethat the Company retains its competitive advantage. The Board Nomination and RemunerationCommittee recommends the appointment of Director(s) to the Board of the Company based onthe criteria for appointment of Directors.

The Company in accordance with the ‘criteria for appointment of the Directors andofficial(s) who may be appointed in senior management of the Company' (Criteria) haveidentified the areas of knowledge core skills and expertise or competence which would berequired to be possessed by the Board of the Directors of the Company. The identifiedareas of skills included finance & accountancy banking insurance strategy andcorporate planning risk management securities market economics law and governance andconsumer insights/marketing. The Directors of the Company have the skills and expertise asprescribed in the criteria details of which are given below along with their educationalqualification:

Name of the Director Directors Identification Number (DIN) educational Qualification Field of specialisation/ areas of core expertise
Non-executive non-independent Directors
Mr. Anup Bagchi non-executive Director nominated by ICICI Bank Limited 00105962 Management degree from IIM Bangalore and Engineering degree from IIT Kanpur Finance & accountancy banking strategy and corporate planning
Mr. Sandeep Batra non-executive Director nominated by ICICI Bank Limited 03620913 Chartered Accountant and Company Secretary Finance & accountancy banking insurance risk management securities market law and governance
Mr. Wilfred John Blackburn non-executive Director nominated by Prudential Corporation Holdings Limited* 08753207 Postgraduate Diploma in Actuarial Science – City University (now CASS) Postgraduate Diploma in Global Business – SAID Postgraduate Diploma in Global Business School (University of Oxford) Postgraduate – Harvard Business School MBA – The University of Bath Bachelor of Science in Mathematics – University of Newcastle upon Tyne. Insurance strategy and corporate planning
Non-executive independent Directors
Mr. M. S. Ramachandran – Chairman 00943629 Bachelor's degree in Mechanical Engineering from the College of Engineering Guindy (renamed Anna University) Strategy and corporate planning
Mr. Dilip Karnik 06419513 Bachelor's degree in Science and Bachelor's degree in Law Law and governance
Mr. R. K. Nair 07225354 Master's degree in Science Bachelor's degree in Law Master of Business Administration – Financial Management Diploma in Securities Law Finance & accountancy banking insurance and securities market
Mr. Dileep Choksi 00016322 Chartered Accountant Bachelor's degree in Law a member of the Institute of Cost and Works Accountants of India and Trust and Estate Practitioner (TEP) and member of Society of Trust and Estate Practitioners (STEP) Finance & accountancy taxation strategy and corporate planning
Ms. Vibha Paul Rishi 05180796 Master of Business Administration in Marketing from the Faculty of Management Studies University of Delhi. Honours in Economics from Lady Sri Ram College Delhi Universityc Consumer insights and marketing Strategy and Human Resources
Wholetime Director(s)
Mr. N. S. Kannan Managing Director & CEO 00066009 Bachelor of Engineering (Honours) from NIT Trichy Post-Graduate Diploma in Management from IIM Bangalore Chartered Financial Analyst from ICFAIc Finance & accountancy banking insurance strategy and corporate planning risk management and securities market

*Appointed as a non-executive (Additional) Director of the Company w.e.f August 292020

The Board of Directors at their meeting held on August 28 2020 had appointed Mr.Wilfred John Blackburn (DIN: 08753207) as a non-executive (Additional) Director witheffect from August 29 2020 to hold office up to the next annual general meeting of theCompany.

Accordingly based on the recommendation of the Board Nomination and RemunerationCommittee the Board has recommended the appointment of Mr. Blackburn as non-executiveDirector of the Company for the approval of the members through an ordinary resolution tobe passed at the 21st AGM of the Company. His brief profile and other detailsas required under the CA2013 and Listing Regulations pertaining to his appointment areprovided in the Notice of 21st AGM of the Company and the explanatory statementunder section 102 of the CA2013 annexed to it.

There were twelve meetings of the Board during FY2021: two meetings held on April 252020 May 10 2020 June 11 2020 July 13 2020 July 21 2020 August 28 2020 October7 2020 October 27 2020 January 15 2021 January 27 2021 and March 19 2021. Themaximum interval between any two meetings did not exceed 120 days. The attendance ofDirectors at the Board meetings during the year are set out in the following table:

Name of the Director board meetings attended/ held during the year Attendance at last AGM (August 7 2020)
Non-executive non-independent Directors
Mr. Anup Bagchi non-executive Director nominated by ICICI Bank Limited 12/12 Present
Mr. Sandeep Batra non-executive Director nominated by ICICI Bank Limited 12/12 Present
Mr. Raghunath Hariharan non-executive Director nominated by Prudential 7/7 Present
Corporation Holding Limited1
Mr. Wilfred John Blackburn non-executive Director nominated by Prudential 5/5 -
Corporation Holding Limited 2
Non-executive independent Directors
Mr. M. S. Ramachandran Chairman 12/12 Present
Mr. Dilip Karnik 12/12 Present
Mr. R. K. Nair 12/12 Present
Mr. Dileep Choksi 12/12 Present
Ms. Vibha Paul Rishi 12/12 Present
Wholetime Director(s)
Mr. N. S. Kannan Managing Director & CEO* 12/12 Present
Mr. Puneet Nanda Deputy Managing Director3 * 4/4 -

 1 Ceased to be a non-executive Director of the Company from the closeof business hours on August 28 2020 i.e. with effect from August 29 2020

 2 Appointed as a non-executive (Additional) Director of the Companyw.e.f August 29 2020

 3 Ceased to be the wholetime Director of the Company w.e.f. June 152020

*Attended one meeting on April 25 2020 but being interested in the agenda itemrecused themselves from participating in the discussion of the same.

The details pertaining to other directorships of the Board of Directors of the Companyas on March 31 2021 are set out below:

Name of the Director Number of other directorships Number of other committee memberships3 (Audit Committee and stakeholders relationship Committee of Indian public limited companies) Names of other listed entities where the person is a director and category of directorship
of Indian public limited companies1 of other companies2
Non-executive non-independent Directors
Mr. Anup Bagchi non-executive Director nominated by ICICI Bank Limited 5(2) 0 1 1. ICICI Bank Limited Executive Director
2. ICICI Securities Limited Non- Executive - Non Independent Director
3. ICICI Home Finance Company Limited (Debt Listed) - Director
Mr. Sandeep Batra non-executive Director nominated by ICICI Bank Limited 4 2(1) 2(1) 1. ICICI Bank Limited Executive Director
2. ICICI Lombard General Insurance Company Limited Non-Executive - Non Independent Director

 1. Comprises of other public limited companies incorporated in India.Figures in parentheses indicate Board chairpersonship by the Directors in other unlistedpublic companies.

 2. Comprises of private limited companies incorporated in India andforeign companies but excludes Section 8 companies and not for profit foreign companies.Figures in parentheses indicate Board chairpersonship.

 3. Figures in parentheses indicate committee chairmanship includingalternate chairpersonship.

Name of the Director Number of other directorships Number of other committee memberships3 (Audit Committee and stakeholders relationship Committee of Indian public limited companies) Names of other listed entities where the person is a director and category of directorship
of Indian public limited companies1 of other companies2
Mr. Wilfred John Blackburn non-executive Director nominated by Prudential Corporation Holding Limited 0 5(1) 0 -
Non-executive independent Directors
Mr. M. S. Ramachandran Chairman 2 1 1 1. Supreme Petrochem Limited Non- Executive - Independent Director
2. ESTER Industries Limited Non- Executive - Independent Director
Mr. Dilip Karnik 5 0 2 1. Birla Corporation Limited Non- Executive - Non Independent Director
2. Universal Cables Limited Non- Executive - Non Independent Director
3. Vindhya Telelinks Limited Non- Executive - Non Independent Director
Mr. R. K. Nair 5 4 4 1. ICICI Bank Limited Non-Executive - Independent Director
2. Geojit Financial Services Limited Non- Executive - Independent Director
3. ICICI Securities Primary Dealership Limited (Debt listed) Director
4. Inditrade Capital Limited - Non- Executive - Independent Director
Mr. Dileep Choksi 8 2 6(1) 1. Arvind Limited Non-Executive - Independent Director
2. Deepak Nitrite Limited Non-Executive
- Independent Director
3. AIA Engineering Limited Non
-Executive - Independent Director
4. Swaraj Engines Ltd Non-Executive - Independent Director
Ms. Vibha Paul Rishi 7 4 7(1) 1. Asian Paints Limited Non-Executive - Independent Director
2. Tata Chemicals Limited Non- Executive - Independent Director
3. Escorts Limited Non-Executive - Independent Director
4. Indian Hotels Company Limited Non- Executive - Independent Director
Wholetime Director(s)
Mr. N. S. Kannan Managing Director & CEO 1(1) 0 04 -

 1. Comprises of other public limited companies incorporated in India.Figures in parentheses indicate Board chairpersonship by the Directors in other unlistedpublic companies.

 2. Comprises of private limited companies incorporated in India andforeign companies but excludes Section 8 companies and not for profit foreign companies.Figures in parentheses indicate Board chairpersonship.

 3. Figures in parentheses indicate committee chairmanship includingalternate chairpersonship.

 4. Mr. Kannan is a member of the Advisory Committee constituted byReserve Bank of India (RBI) pursuant to the Insolvency and Bankruptcy (Insolvency andLiquidation Proceedings of Financial Service Providers and Application to AdjudicatingAuthority) Rules 2019 to advise the Administrator of DHFL in its operations during thecorporate insolvency resolution process.

In terms of the Listing Regulations the number of Committees (Audit Committee andStakeholders Relationship Committee) of public limited companies in which a Director is amember/chairperson were within the limits prescribed under Listing Regulations for allthe Directors of the Company. The number of directorships of each independent Director isalso within the limits prescribed under Listing Regulations.

Independent Directors

The Board of Directors of the Company at March 31 2021 comprised nine Directors outof which five are independent Directors. All independent Directors have confirmed thatthey meet the criteria of independence as laid down under Section 149(6) of the CA2013 andthe Listing Regulations and have confirmed that their names have been added in the databank maintained by the Indian Institute of Corporate Affairs for independent directors inaccordance with Rule 6 of the Companies (Appointment and Qualification of Directors)Rules 2014.

Pursuant to the provisions of Rule 6 of the Companies (Appointment and Qualificationsof Directors) Rules 2014 every individual whose name is so included in the data bankshall pass an online proficiency self-assessment test. However an individual who hasfulfilled the criteria prescribed in Rule 6(4) of the said Rules is exempted from passingthe online proficiency self-assessment test. In view of the same none of the IndependentDirectors were required to take the proficiency self-assessment test. The Board at itsmeeting held on April 19 2021 has reviewed the submissions received from all theindependent Directors and has confirmed that the independent Directors fulfil the criterialaid down by requisite regulations and are independent from the management. Further basedon these disclosures and confirmations the Board is of the opinion that the Directors ofthe Company are eminent persons with integrity and have necessary expertise and experienceto continue to discharge their responsibilities as the Director of the Company.

Further pursuant to the provisions of the CA2013 the shareholders in the 17thAGM of the Company held on July 17 2017 appointed Mr. Dilip Karnik (DIN: 06419513) as anIndependent Director of the Company to hold office for five consecutive years with effectfrom June 29 2016 to June 28 2021. Mr. Karnik is eligible for re-appointment as anIndependent Director for another term of five consecutive years. Accordingly pursuant tothe provisions of the CA2013 and based on the recommendation of the Board Nomination andRemuneration Committee the Board has recommended the re-appointment of Mr. Karnik as anIndependent Director for another term of five consecutive years with effect from June 292021 to June 28 2026 for the approval of the members through a special resolution to bepassed at the 21st AGM of the Company. His brief profile and other details asrequired under the CA2013 and Listing Regulations pertaining to his re-appointment isprovided in the Notice of 21st AGM of the Company and the explanatory statementunder section 102 of the CA2013 annexed to it.

board Committees

The details of Board Committees are as follows:

A. board Audit Committee

The primary objective of the Committee is to monitor and provide an effectivesupervision of the financial reporting process with high levels of transparencyintegrity and quality of financial reporting. The Committee oversees the functions ofinternal audit & compliance functions and ensures deployment of policies for aneffective control mechanism including mechanism to address potential conflict of interestamongst stakeholders. The Committee has the authority and responsibility to selectevaluate and recommend the statutory auditors in accordance with law. The Committeeensures independence of control functions demonstrated by a credible reportingarrangement.

Terms of reference:

i. Accounts & Audit

i. Oversee the financial statements financial reporting process statement of cashflow and disclosure of its financial information both on an annual and quarterly basisto ensure that the financial statement is correct sufficient and credible; ii. Recommendthe appointment re-appointment terms of appointment and if required the replacement orremoval; remuneration reviewing (with management) performance and oversight of the workof the auditors (internal/ statutory/ concurrent) and to review and monitor the auditor'sindependence and performance and effectiveness of audit process; iii. Oversight of theprocedures and processes established to attend issues relating to maintenance of books ofaccount administration procedures transactions and other matters having a bearing on thefinancial position of the Company whether raised by the auditors or by any other person;iv. Evaluation of internal financial controls and risk management systems; v. Discuss withthe statutory auditors before the audit commences about the nature and scope of audit aswell as have post-audit discussions to address areas of concern; vi. Approval of paymentto statutory auditors and internal auditors or any of its associated persons or companiesfor any other services rendered by them; vii. Reviewing with the management the annualfinancial statements and auditor's report thereon before submission to the Board forapproval with particular reference to:

Matters required to be included in the director's responsibility statement to beincluded in the Board's report in terms of clause (c) of sub-Section (3) of Section 134 ofthe Companies Act 2013;

Changes if any in accounting policies and practices and reasons for the same;

Major accounting entries involving estimates based on the exercise of judgment bymanagement;

Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financialstatements to the extent applicable;

Approval or any subsequent modification and disclosure of any related partytransactions of the Company in accordance with applicable provisions as amended fromtime to time; and

Modified opinion(s) in the draft audit report. viii. Reviewing with the managementthe quarterly half-yearly and annual financial statements before submission to the Boardfor approval; ix. To the extent applicable review with the management the statement ofuses/end use/application of funds raised through an issue (public issue rights issuepreferential issue etc.) and related matter the statement of funds utilised for purposesother than those stated in the offer document/ prospectus/ notice and the report submittedby the monitoring agency monitoring the utilisation of proceeds of a public or rightsissue and making appropriate recommendations to the Board to take up steps in thismatter; x. Review of housekeeping items particularly review of suspense balancesreconciliations (including subsidiary general ledger (SGL) accounts) and other outstandingassets & liabilities; xi. Scrutiny of inter-corporate loans and investments if any;xii. Valuation of undertakings or assets of the Company wherever it is necessary; xiii.Carrying out any other function if any as is mentioned in the terms of reference of theAudit Committee and any other terms of reference as may be decided by the Board and/orspecified/ provided under the Companies Act 2013 or the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended("Listing Regulations") or by any other regulatory authority; and xiv. Toreview the utilisation of loans and/ or advances from/ investment by the holding companyin the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiarywhichever is lower including existing loans/ advances/investments.

ii. Internal audit i. Review the adequacy of internal audit function if anyincluding the structure of the internal audit department staffing and seniority of theofficial heading the department reporting structure coverage and frequency of internalaudit; ii. Oversee the efficient functioning of the internal audit department and reviewits reports. The Committee would additionally monitor the progress made in rectificationof irregularities and changes in processes wherever deficiencies have come to notice; iii.Set-up procedures and processes to address all concerns relating to adequacy of checks andcontrol mechanisms; iv. Discussion with internal auditors of any significant findings andfollow up there on; v. Review the findings of any internal investigations by the internalauditors into matters where there is suspected fraud or irregularity or a failure ofinternal control systems of a material nature and reporting the matter to the Board; vi.Review with the management performance of internal auditors and the adequacy of theinternal control systems; vii. Look into the reasons for substantial defaults in thepayment if any to the depositors debenture holders shareholders (in case ofnon-payment of declared dividends) and creditors; and viii. Review the functioning of thewhistle blower/vigil mechanism.

iii. Compliance & ethics

i. Monitor the compliance function and the Company's risk profile in respect ofcompliance with external laws and regulations and internal policies including theCompany's code of ethics or conduct; ii. Review reports on the above and on proactivecompliance activities aimed at increasing the Company's ability to meet its legal andethical obligations on identified weaknesses lapses breaches or violations and thecontrols and other measures in place to help detect and address the same; iii. Discuss thelevel of compliance in the Company and any associated risks and to monitor and report tothe Board on any significant compliance breaches; iv. Supervise and monitor mattersreported using the Company's whistle blowing or other confidential mechanisms foremployees and others to report ethical and compliance concerns or potential breaches orviolations; v. Advise the Board on the effect of the above on the Company's conduct ofbusiness and helping the Board set the correct ‘tone at the top' by communicating orsupporting the communication throughout the Company of the importance of ethics andcompliance; vi. Approve compliance programmes reviewing their effectiveness on a regularbasis and signing off on any material compliance issues or matters; vii. Review keytransactions involving conflict of interest; viii. Review the anti-money laundering(AML)/counter – financing of terrorism (CFT) policy annually and review theimplementation of the Company's AML/CFT program; ix. Review compliance of InsuranceRegulatory & Development Authority of India (IRDAI) corporate governance guidelines;x. Monitor the directives issued/ penalties imposed/ penal action taken against theCompany under various laws and statutes and action taken for corrective measures; and xi.Approval of appointment of chief financial officer or any other person heading the financefunction or discharging that function after assessing the qualifications experience andbackground etc. of the candidate.

Composition

There were twelve meetings of the Board Audit Committee held during FY2021: April 202020 April 25 2020 June 11 2020 June 22 2020 July 20 2020 July 21 2020 October7 2020 October 26 2020 October 27 2020 January 25 2021 January 27 2021 and March17 2021. The details of the composition of the Committee and attendance at its meetingsare set out in the following table:

Name of the member Number of meetings attended/held
Mr. R. K. Nair – Chairman 12/12
Mr. Dilip Karnik 12/12
Mr. Dileep Choksi 12/12
Ms. Vibha Paul Rishi 12/12
Mr. Sandeep Batra 12/12
Mr. Raghunath Hariharan1 2/6
Mr. Wilfred John Blackburn2 6/6

1. Ceased to be a member with effect from August 29 2020

2. Appointed as a member with effect from August 29 2020

b. board risk Management Committee

The Committee reviews the Risk Management policy of the Company including assetliability management (ALM) to monitor all risks across the various lines of business ofthe Company and establish appropriate systems to mitigate such risks. The Committee alsoreviews the risk appetite and risk profile of the Company. The Committee oversees theeffective operation of the risk management system and advises the Board on key riskissues.

Terms of reference: a. risk management

i. Assisting the Board in effective operation of the risk management system byperforming specialised analysis and quality reviews; ii. Monitoring and reviewing thecyber security system of the Company; iii. Maintaining a group wide and aggregated view ofthe risk profile of the Company in addition to the individual risk profiles; iv. Reportingto the Board details of the risk exposures and the actions taken to manage the exposuresset the risk tolerance limits and assess the cost and benefits associated with riskexposure and review monitor and challenge where necessary risks undertaken by theCompany; v. Advising the Board with regard to risk management decisions in relation tostrategic and operational matters such as corporate strategy acquisitions and relatedmatters; vi. Review the Company's risk-reward performance to align with overall policyobjectives; vii. Discuss and consider best practices in risk management in the market andadvise the respective functions; viii. Maintain an aggregated view on the risk profile ofthe Company for all categories of risk including insurance risk market risk credit riskliquidity risk operational risk compliance risk legal risk reputation risk etc.; ix.Review the solvency position of the Company on a regular basis; x. Monitor and reviewregular updates on business continuity; xi. Formulation of a fraud monitoring policy andframework for approval by the Board; xii. Monitor implementation of anti-fraud policy foreffective deterrence prevention detection and mitigation of frauds; xiii. Reviewcompliance with the guidelines on Insurance Fraud Monitoring Framework dated January 212013 issued by the Authority; and xiv. To carry out any other function if any asprescribed in the terms of reference of the Risk Management Committee and any other termsof reference as may be decided by the Board and/or specified/provided under the CA2013 orthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended or by any other regulatory authority.

b. Asset liability management (ALM) i. Formulating and implementing optimal ALMstrategies both at the product and enterprise level and meeting risk versus rewardobjectives and ensuring they remain within acceptable monitored tolerances for liquiditysolvency and the risk profile of the entity; ii. Reviewing the Company's overall riskappetite and laying down the risk tolerance limits; including annual review of strategicasset allocation; iii. Monitoring risk exposures at periodic intervals and revisingstrategies as appropriate including those for ALM; iv. Placing information pertaining toALM before the Board at periodic intervals; v. Setting the risk/reward objectives i.e. therisk appetite of the Company informed by assessment of policyholder expectations and otherrelevant factors; vi. Quantifying the level of risk exposure (eg. market credit andliquidity) and assessing the expected rewards and costs associated with the risk exposure;vii. Ensuring that management and valuation of all assets and liabilities comply with thestandards prevailing legislation and internal and external reporting requirements; viii.Reviewing key methodologies and assumptions including actuarial assumptions used to valueassets and liabilities; ix. Managing capital requirements at the company level using theregulatory solvency requirements; x. Reviewing approving and monitoring capital plans andrelated decisions over capital transactions; and xi. To carry out any other function ifany as prescribed in the terms of reference of the Risk Management Committee and anyother terms of reference as may be decided by the Board and/or specified/provided underthe CA2013 or the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 as amended or by any other regulatoryauthority.

Composition

There were four meetings of the Board Risk Management Committee held during FY2021:April 20 2020 July 20 2020 October 26 2020 and January 25 2021. The details of thecomposition of the Committee and attendance at its meetings are set out in the followingtable:

Name of the member Number of meetings attended/held
Mr. M. S. Ramachandran – Chairman 4/4
Mr. R. K. Nair 4/4
Mr. Sandeep Batra1 3/3
Mr. Raghunath Hariharan2 0/2
Mr. Wilfred John Blackburn3 2/2
Mr. Anup Bagchi4 1/1

1. Ceased to be a member with effect from January 16 2021

2. Ceased to be a member with effect from August 29 2020

3. Appointed as a member with effect from August 29 2020

4. Appointed as a member with effect from January 16 2021

C. board Investment Committee

The Investment Committee assists the Board in fulfilling its oversight responsibilityfor the investment assets of the Company. The Committee is responsible for formulating theoverall investment policy and establishing a framework for its investment operations withadequate controls. The Committee also monitors investment performance against theapplicable benchmarks and provide guidance for protection of shareholders' andpolicyholders' funds.

Terms of reference: i. Responsible for the recommendation of the Investment Policyand laying down of the operational framework for the investment operations of the Company.The Investment Policy and operational framework should inter alia focus on a prudentialasset liability management supported by robust internal control systems; and encompassaspects concerning liquidity for smooth operations compliance with prudential regulatorynorms on investments risk management/mitigation strategies to ensure commensurate yieldon investments in line with policyholders' reasonable expectations and above allprotection of policyholders' funds. ii. Put in place an effective reporting system toensure compliance with the Investment Policy set out by it apart from internal/concurrentaudit mechanisms for a sustained and ongoing monitoring of investment operations.

iii. To submit a report to the Board on the performance of investments at least on aquarterly basis and provide an analysis of its investment portfolio (including with regardto the portfolio's safety and soundness) and on the future outlook. iv. The Committeeshould independently review its investment decisions and ensure that support by theinternal due diligence process is an input in making appropriate investment decisions. v.To carry out any other function if any as prescribed in the terms of reference of theBoard Investment Committee and any other terms of reference as may be decided by the Boardand/or specified/provided under the CA2013 or by any other regulatory authority.

Composition

There were four meetings of the Board Investment Committee held during FY2021: April17 2020 July 20 2020 October 26 2020 and January 25 2021. The details of thecomposition of the Committee and attendance at its meetings are set out in the followingtable:

Name of the member Number of meetings attended/held
Mr. M. S. Ramachandran - Chairman 4/4
Mr. R. K. Nair - Chairman 4/4
Mr. Sandeep Batra 4/4
Mr. Raghunath Hariharan1 0/2
Mr. Wilfred John Blackburn2 2/2
Mr. N. S. Kannan 4/4
Mr. Puneet Nanda3 1/1
*Mr. Satyan Jambunathan 4/4
*Mr. Manish Kumar 4/4
*Mr. Deepak Kinger 4/4
*Ms. Asha Murali 4/4

* As per IRDAI Corporate Governance guidelines 2016 and the IRDAI InvestmentRegulations 2016 the Board Investment Committee shall also have Chief Financial OfficerChief Risk Officer Chief Investment Officer and Appointed Actuary as members.

1. Ceased to be a member with effect from August 29 2020

2. Appointed as a member with effect from August 29 2020

3. Ceased to be a member from close of business hours on June 14 2020 i.e. with effectfrom June 15 2020 consequent to his cessation as a wholetime Director of the Company

D. board Customer service & Policyholders' Protection Committee

The Board Customer Service & Policyholders' Protection Committee assists the Boardto protect the interests of the policyholders and improve their experiences in dealingwith the Company at all stages and levels of their relationship with the Company. In thisconnection the Committee aims to upgrade and monitor policies and procedures forgrievance redressal and resolution of disputes disclosure of "materialinformation" to the policy holders and compliance with the regulatory requirements

Terms of reference: i. Putting in place proper procedures and effective mechanismto address complaints and grievances of policyholders including mis-selling byintermediaries. ii. Ensure compliance with the statutory requirements as laid down in theregulatory framework pertaining to policyholders' protection. iii. Review of the mechanismat periodic intervals. iv. Ensure adequacy of disclosure of "materialinformation" to the policyholders. These disclosures shall for the present complywith the requirements laid down by the Authority both at the point of sale and at periodicintervals. v. Review the status of complaints of the policyholders and take steps toreduce these complaints at periodic intervals. vi. Provide the details of grievances atperiodic intervals in such formats as may be prescribed by the Authority. vii. Providedetails of insurance ombudsmen to the policyholders. viii. Shape the customer servicephilosophy and policies of the organisation based on the overall environment in thefinancial services industry. ix. Oversee the functions of the customer service council. x.Review measures for enhancing the quality of customer service. xi. Provide guidance toimprove in the overall satisfaction level of customers. xii. Adopt standard operatingprocedures to treat the customer fairly including time-frames for policy and claimsservicing parameters and monitoring implementation thereof. xiii. Put in place a frameworkfor review of awards given by Insurance Ombudsman/Consumer Forums. Analyse the root causeof customer complaints identify market conduct issues and advise the managementappropriately about rectifying systemic issues if any. xiv. Review all the awards givenby Insurance Ombudsman/ Consumer Forums remaining unimplemented for more than three (3)months with reasons therefor and report the same to the Board for initiating remedialaction where necessary. xv. Review of claims report including status of outstandingclaims with ageing of outstanding claims. xvi. Reviewing repudiated claims with analysisof reasons. xvii. Status of settlement of other customer benefit payouts like surrendersloan and partial withdrawal requests etc. xviii. Review of unclaimed amounts ofpolicyholders as required under the circulars and guidelines issued by the Authority.

The Company has a Grievance Redressal Committee (GRC). The GRC is formed to provideeffective grievance redressal to the policyholders. GRC is chaired by an eminentindependent member. The Committee has one more independent member in addition to theChair. As part of the grievance redressal mechanism the GRC is constituted as the finalauthority to address the policyholders' grievances before approaching the Regulator andthe Ombudsman office. The key discussions of the GRC meeting are put up at the BoardCustomer Service & Policyholders' Protection Committee for information. The GRC meetson a quarterly basis with the following terms of reference:

a. Evaluate feedback on quality of customer service and claims experience.

b. Review and approve representations received on claims repudiations.

c. Ensure that the Company follows all prescribed regulatory requirements onpolicyholder service.

d. Submit report on its performance to the Customer Service & PolicyholderProtection Committee (CS&PPC) on a quarterly basis.

Composition

There were four meetings of the Board Customer Service & Policyholders' ProtectionCommittee held during FY2021: April 20 2020 July 21 2020 October 27 2020 and January27 2021. The details of the composition of the Committee and attendance at its meetingsare set out in the following table:

Name of the member Number of meetings attended/held
Ms. Vibha Paul Rishi – Chairperson 4/4
Mr. Dilip Karnik 4/4
Mr. Dileep Choksi 4/4
Mr. Anup Bagchi 4/4
Mr. Raghunath Hariharan1 0/2
Mr. Wilfred John Blackburn2 2/2

1. Ceased to be a member with effect from August 29 2020

2. Appointed as a member with effect from August 29 2020

e. b oard Nomination and remuneration Committee

The Board Nomination and Remuneration Committee assists the Board to formulate policiesrelating to the composition and remuneration of the Directors key managerial personnelother employees consistent with criteria approved by the Board. The Committee coordinatesand oversee the self-evaluation of the performance of the Board and succession planningfor senior management. The Committee ensures that the Board comprises competent andqualified Directors.

Terms of reference: i. To formulate the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees; ii. To consider and approve employee stock option schemes and to administer andsupervise the same; iii. To devise a policy on diversity of the Board; iv. To identifypersons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal and formulate a criteria and specify the manner for effectiveevaluation of every individual director's performance evaluation of the performance ofBoard and its committees; and review its implementation and compliance; v. To recommend tothe Board all remuneration in whatever form payable to senior management; vi. Toscrutinise the declarations of intending applicants before the appointment/re-appointment/ election of directors by the shareholders at the annual general meeting;and to scrutinise the applications and details submitted by the aspirants for appointmentas the key managerial personnel; vii. To consider whether to extend or continue the termof appointment of the independent director on the basis of the report of performanceevaluation of independent directors; viii. To ensure that the level and composition ofremuneration is reasonable and sufficient to attract retain and motivate directors of thequality required to run the Company successfully; ix. To ensure that relationship ofremuneration to performance is clear and meets appropriate performance benchmarks; x. Toapprove the compensation program and to ensure that remuneration to directors keymanagerial personnel and senior management involves a balance between fixed and incentivepay reflecting short and long term performance objectives appropriate to the working ofthe Company and its goals; xi. To ensure that the proposed appointments/ re-appointmentsof key managerial personnel or directors are in conformity with the Board approved policyon retirement/ superannuation; and xii. To carry out any other function if any asprescribed in the terms of reference of the Board Nomination and Remuneration Committeeand any other terms of reference as may be decided by the Board and/or specified/providedunder the Companies Act 2013 or the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended or by any otherregulatory authority.

Composition

There were nine meetings of the Board Nomination and Remuneration Committee held duringFY2021: April 25 2020 May 10 2020 June 11 2020 July 13 2020 July 20 2020 August28 2020 January 15 2021 January 27 2021 and March 16 2021. The details of thecomposition of the Committee and attendance at its meetings are set out in the followingtable:

Name of the member Number of meetings attended/held
Mr. Dilip Karnik – Chairman 9/9
Mr. M. S. Ramachandran 9/9
Mr. Anup Bagchi1 7/7
Mr. Raghunath Hariharan2 4/6
Mr. Sandeep Batra3 2/2
Mr. Wilfred John Blackburn4 3/3

1. Ceased to be a member with effect from January 16 2021

2. Ceased to be a member with effect from August 29 2020

3. Appointed as a member with effect from January 16 2021

4. Appointed as a member with effect from August 29 2020

F. board Corporate social responsibility (Csr) Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policyof the Company. It formulates the annual CSR plan and monitors the CSR activities andcompliance with the CSR policy from time to time. Corporate Social Responsibility Policyof the Company as per section 135 of the CA2013 is put up on the Company's website.

Terms of reference:

i. To formulate and recommend to the Board a Corporate Social Responsibility Policywhich shall indicate the activities to be undertaken by the Company.

ii. To recommend the amount of expenditure to be incurred on the Corporate SocialResponsibility activities.

iii. To monitor the Corporate Social Responsibility Policy of the Company from time totime.

Composition

There were two meetings of the Board Corporate Social Responsibility Committee heldduring FY2021: April 15 2020 and October 26 2020. The details of the composition of theCommittee and attendance at its meetings are set out in the following table:

Name of the member Number of meetings attended/held
Mr. Dilip Karnik – Chairman 2/2
Mr. Dileep Choksi 2/2
Mr. Raghunath Hariharan1 0/1
Mr. Wilfred John Blackburn2 1/1

1. Ceased to be a member with effect from August 29 2020

2. Appointed as a member with effect from August 29 2020

G. stakeholders relationship Committee Terms of reference: i. Consider and reviewredressal and resolutions of the grievances and complaints of the security holders of thecompany including those of shareholders debenture holders and other security holdersrelated to transfer/transmission of shares non-receipt of annual report non-receipt ofdeclared dividends issue of new/duplicate certificates general meetings; ii. Approvaland rejection of transfer and transmission of shares or securities including preferenceshares bonds debentures and securities; iii. Approval and rejection of requests forsplit and consolidation of share certificates; iv. Approval and rejection of issue ofduplicate share issued from time to time; v. Redemption of securities and the listing ofsecurities on stock exchanges; vi. Allotment of shares and securities; vii. Review ofmeasures taken for effective exercise of voting rights by shareholders; viii. Review ofadherence to the service standards adopted by the Company in respect of various servicesbeing rendered by the Registrar & Share Transfer Agent; ix. Review of various measuresand initiatives taken by the Company for reducing the quantum of unclaimed dividends andensuring timely receipt of dividend warrants/annual reports/statutory notices by theshareholders of the company; and; x. Any other activities which are incidental orancillary to the various aspects of interests of shareholders debenture holders and/orother security holders.

Composition

There were four meetings of the Stakeholders Relationship Committee held during FY2021:April 15 2020 July 20 2020 October 26 2020 and January 25 2021. The details of thecomposition of the Committee and attendance at its meetings are set out in the followingtable:

Name of the member Number of meetings attended/held
Mr. Dileep Choksi– Chairman 4/4
Mr. R. K. Nair1 3/3
Mr. N. S. Kannan 4/4
Mr. Puneet Nanda2 1/1

1. Appointed as a member with effect from June 15 2020

2. Ceased to be a member from close of business hours on June 14 2020 i.e. with effectfrom June 15 2020 consequent to his cessation as a wholetime Director of the Company.

Ms. Sonali Chandak Company Secretary is designated as the Compliance Officer of theCompany in accordance with the requirements of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The total number ofcomplaints from shareholders in FY2021 were 74 and all these complaints have beenaddressed within the prescribed timeline. At March 31 2021 no complaints were pendingfor resolution.

h. With Profits Committee Terms of reference: i. Maintaining the asset shares. ii.Providing approval for the detailed working of the asset share the expense allowed for inthe asset share the investment income earned on the fund and other associated elementswhich were represented in the asset share determined by the Appointed Actuary. iii. Tosubmit a report to the Board covering at least:

appropriateness of the methodology and basis used in calculation of asset shares andjustification for any change bonus earning capacity including its calculation

sensitivity analysis of bonus rates and basis as appropriate

a brief note on how policyholders' reasonable expectations (PRE) is met

any change in special surrender value with justification

treatment of With Profit fund for future appropriation and

the expenses debited to the With Profit fund and its appropriateness.

Composition

There was one meeting of the With Profits Committee held during FY2021: April 20 2020.The details of the composition of the Committee and attendance at its Meeting are set outin the following table:

Name of the member Number of meetings attended/held
Mr. R. K. Nair – Chairman 1/1
Mr. Sandeep Batra 1/1
Mr. Raghunath Hariharan1 0/1
Mr. Wilfred John Blackburn2 0/0
Mr. N. S. Kannan 1/1
*Mr. Chandan Khasnobis 1/1
*Mr. Satyan Jambunathan 1/1
*Ms. Asha Murali 1/1

* As per IRDAI (Non-linked Insurance Products) Regulations 2019 With Profits Committeeshall also have the Chief Financial Officer the Appointed Actuary and an IndependentActuary as members.

1. Ceased to be a member with effect from August 29 2020

2. Appointed as a member with effect from August 29 2020

I. strategy Committee

The Board of Directors at its Meeting held on January 19 2018 had constituted aStrategy Committee to consider and evaluate any combination arrangement transfer ofassets acquisition divestiture and any other strategic initiative and recommend suchproposals to the Board of Directors.

Terms of reference* i. To evaluate transaction(s) of transfer of assetscombination arrangement acquisition divestitures and any other strategic initiativesproposed to be undertaken by the Company (through the processes entailing technical/pricebids due diligence process etc.) and submit the proposal to the Board for itsconsideration. ii. To take all necessary actions in connection with such specifictransactions.

*certain additional powers were provided by the Board to the strategy committee toundertake activities in connection with the non-convertible debentures issued and allottedby the Company during the year.

Composition

There was one meeting of the Strategy Committee held during FY2021: October 29 2020.The details of the composition of the Committee and attendance at its Meeting are set outin the following table:

Name of the member Number of meetings attended/held
Mr. M. S. Ramachandran - Chairman 1/1
Mr. Anup Bagchi 1/1
Mr. Raghunath Hariharan1 0/0
Mr. Wilfred John Blackburn2 1/1
Mr. N. S. Kannan 1/1
Mr. Puneet Nanda3 0/0

1. Ceased to be a member from close of business hours on August 28 2020 i.e. witheffect from August 29 2020 consequent to his cessation as a Non-executive Director ofthe Company.

2. Appointed as a member with effect from August 29 2020.

3. Ceased to be a member from close of business hours on June 14 2020 i.e. with effectfrom June 15 2020 consequent to his cessation as a wholetime Director of the Company.

Familiarisation programme for independent Directors

Independent Directors are familiarised with their roles rights and responsibilities inthe Company as well as with the nature of the industry and the business model of theCompany through induction programmes at the time of their appointment as Directors andthrough presentations on economy and industry overview business overview key regulatorydevelopments governance strategy investment human resource and operating performancewhich are made to the Directors from time to time. The details of the familiarisationprogrammes have been hosted on the website of the Company and can be accessed on the link:https://www.iciciprulife. com/about-us/company-overview/familiarization.html.

Changes in the composition of the board of Directors and other key managerial personnel(KMP) as per CA2013 during the year ended March 31 2021

Name of Director/ KMP Appointment/ resignation/ Cessation of tenure/ Withdrawal of nomination With effect from
Mr. Puneet Nanda Cessation of tenure Close of business hours on June 14 2020 i.e. with effect from June 15 2020
Mr. Raghunath Hariharan Cessation With effect from August 29 2020
Mr. Wilfred John Blackburn Appointment With effect from August 29 2020
Ms. Vyoma Manek Resignation Close of business hours on February 15 2021 i.e. with effect from February 16 2021
Ms. Sonali Chandak Appointment With effect from February 16 2021

separate meeting of independent Directors

During FY2021 a separate meeting of the Independent Directors was held on April 242020.

retirement by rotation

In accordance with the relevant provision of the CA2013 Mr. Anup Bagchi (DIN:00105962) would retire by rotation at the ensuing AGM. Mr. Bagchi being eligible hasoffered himself for re-appointment.

Criteria for appointment of a Director and official(s) who may be appointed as keymanagerial person/personnel or as senior managerial personnel

The Company has a well-defined criteria for appointment of Directors and those insenior management positions (that is who may be appointed as key managerialperson/personnel (KMP) or as senior managerial personnel (SMP)) in accordance with therequirements prescribed.

remuneration remuneration policy

The Company already has in place a policy on Compensation

& Benefits ("Compensation Policy") for Managing Director & CEO OtherWholetime Directors non-executive Directors Key Management Person (KMP) SeniorManagement Personnel (SMP) and other employees.

Further details with respect to the Compensation policy are provided under the sectiontitled "Compensation & Benefit policy" which has also been hosted on thewebsite of the Company and can be accessed on the link:https://www.iciciprulife.com/about-us/ corporate-policies.html.

Details of remuneration paid to wholetime Directors

The Board Nomination and Remuneration Committee (BNRC) determines and recommends to theBoard the remuneration including performance bonus and non-cash benefits and perquisitespayable to the wholetime Directors.

The following table sets out the details of remuneration (including perquisites andretiral benefits) paid to wholetime Directors during fiscal 2021:

Particulars Details of remuneration (`)
Mr. N. s. Kannan Mr. Puneet Nanda (upto June 14 2020)
Basic 24467040 3276350
Variable pay1 14646731 15863541
Allowances2 and perquisites3 21596620 4957178
Contribution to provident fund 2936045 393162
Contribution to gratuity fund4 2038104 272920
stock options of the Company (Numbers)
Granted in fiscal 2021 760600 560000
Granted in fiscal 2020 701600 516600
stock options of ICICI bank (Numbers)
Granted in fiscal 2021 - -
Granted in fiscal 2020 183200 134900

Note: For the year ended March 31 2021 the remuneration details pertain to theamount paid/options granted for the period of service as per IRDAI approval 1 Variablepay includes the deferred component of the variable pay of previous years as approved byIRDAI

 2 Allowances also include NPS Superannuation and Leave encashment.For Mr. Puneet Nanda allowances also include Interest subsidy. A sum of Rs 25236750towards gratuity and Rs 4250400 towards leave encashment was transferred to ICICIVentures subsequent to transfer of Mr. Puneet Nanda.

 3 Perquisite excludes perquisites on exercise of stock options ifany. Stock options exercised during the year does not constitute remuneration paid to thewholetime directors and accordingly is not considered here.

 4 Provision towards gratuity is determined actuarially on an overallbasis however for the purpose of this section annual contribution towards gratuity fundof the Company as approved by BNRC/Board has been given.

Perquisites and non-cash benefits: Perquisites and non-cash benefits (evaluated as perIncome-tax Rules wherever applicable and at actual cost to the Company in other cases)which are considered as part of Fixed Pay: group term life insurance group personalaccident insurance group mediclaim domiciliary medical reimbursement corporate carcorporate club membership interest subsidy on housing loan furnishings utilities (suchas gas and electricity) scholarship for children's education financial support to coverexpenses for children with special needs and other such non-cash perquisites and benefitsas applicable from time to time and as may be determined by the Board of Directors or theBoard Nomination and Remuneration Committee in accordance with the Compensation andBenefits Policy of the

Company. Other perquisites and non-cash benefits not considered as part of Fixed Payinclude: business club membership executive health checkup drivers fuel for car motorinsurance and maintenance of car company assets and enablement for home office mobilereimbursement privilege leave encashment and other such perquisites and non-cashbenefits including employee stock options under the Revised Scheme (Employee Stock OptionScheme 2005 as approved by Members on July 17 2017) of the Company and the ICICI BankEmployee Stock Option Scheme – 2000 if any as applicable from time to time and asmay be determined by the Board of Directors or the Board Nomination and RemunerationCommittee in accordance with the Compensation and Benefits Policy of the Company.

Details of remuneration paid to non-executive Directors

As provided in the Articles of Association of the Company the fees payable to thenon-executive independent Directors for attending a Meeting of the Board or Committeethereof is decided by the Board of Directors from time to time within the limitsprescribed by the CA2013.

For FY2021 the Company has paid Rs 100000 as sitting fees for each meeting of theBoard Rs 50000 for each Board Audit Committee meeting and Rs 30000 as sitting fees foreach Meeting of other Board Committee meetings attended. This amount is within the limitsprescribed as per Rule 4 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 of the CA2013.

The members of the Company at the Annual General Meeting held on July 17 2019 haveapproved the payment of compensation in form of profit related commission upto Rs 1million per annum in proportion to the time served by him/her as a Director in a year toeach non-executive Director of the Company (other than the non-executive directorsnominated by ICICI Bank Limited and Prudential Corporation Holdings Limited) for eachyear effective from financial year ending March 31 2021. The payments are subject to theregulatory provisions applicable to the Company and availability of net profits at the endof each financial year.

Sitting fees paid to independent Directors are outside the purview of the above limits.

The details of the sitting fees and commission are as below:

sitting fees paid to independent Directors for the financial year ended March 31 2021:

Name of the Director Amount (in Rs)
Mr. M. S. Ramachandran Chairman 1.74 million
Mr. Dilip Karnik 2.25 million
Mr. R. K. Nair 2.16 million
Mr. Dileep Choksi 2.1 million
Ms. Vibha Paul Rishi 1.92 million

Commission to be paid to independent Directors for the financial year ended March 312021:

Name of the Director Amount (in Rs)
Mr. M. S. Ramachandran 1 million
Mr. Dilip Karnik 1 million
Mr. R. K. Nair 1 million
Mr. Dileep Choksi 1 million
Ms. Vibha Paul Rishi 1 million

Further it may be noted that Mr. Sandeep Batra was a wholetime Director of the Companyfrom January 1 2014 till July 11 2018. In accordance with the terms of the engagementwith Mr. Batra then as a wholetime Director he was eligible to receive long termvariable pay and was also granted options pursuant to the Company's employee stock optionscheme. Accordingly he was paid Rs 4100976 as deferred variable pay during the yearended March 31 2021.

remuneration disclosures pursuant to IrDAI guidelines

Pursuant to IRDAI guidelines on remuneration of non-executive Directors and ManagingDirector/Chief Executive Officer/ wholetime Directors of Insurers (IRDAI Guidelines)issued vide reference no. IRDA/F&A/GDL/LSTD/155/08/2016 dated August 5 2016 requiresthe Company to make following disclosures on remuneration on an annual basis in theirAnnual Report:

Compensation policy and practices

1. Qualitative disclosures

a. Information relating to the design and structure of remuneration processes and thekey features and objectives of remuneration policy.

(i) Name and mandate of the main body overseeing remuneration The Board Nomination andRemuneration Committee (BNRC/ Committee) is the body which oversees aspects pertaining toremuneration. The functions of the Committee include identifying persons who are qualifiedto become Directors and who may be appointed in senior management in accordance with thecriteria laid down and recommending to the Board their appointment and removal andformulating a criteria and specifying the manner for effective evaluation of everyindividual director's performance evaluation of the performance of the Board and itscommittees and reviewing its implementation and compliance; considering to extend orcontinue the term of appointment of the Independent Director on the basis of the reportof performance evaluation of Independent Directors; recommending to the Board a policyrelating to the remuneration for the Directors key managerial personnel and otheremployees; recommending to the Board all remuneration in whatever form payable to seniormanagement; ensuring that the level and composition of remuneration is reasonable andsufficient to attract retain and motivate Directors of the quality required to run theCompany successfully; ensuring that the relationship of remuneration to performance isclear and meets appropriate performance benchmarks; approving the compensation program andensuring that remuneration to Directors key managerial personnel and senior managementinvolves a balance between fixed and incentive pay reflecting short and long termperformance objectives appropriate to the working of the Company and its goals;formulating the criteria for determining qualifications positive attributes andindependence of a Director; devising a policy on diversity of the Board; considering andapproving employee stock option schemes and administering and supervising the same.

(ii) External consultants whose advice has been sought the body by which they werecommissioned and in what areas of the remuneration process The Company engaged theservices of reputed consulting firms for market benchmarking in the area of compensation.

(iii) Scope of the Company's remuneration policy (eg. by regions business lines)including the extent to which it is applicable to foreign subsidiaries and branches TheCompany's Policy on Compensation & Benefits ("Compensation Policy") forManaging Director & CEO Other wholetime Directors non-executive Directors KeyManagement Person (KMP) Senior Management Personnel (SMP) and other employees was lastamended and approved by the BNRC and the Board at its Meeting held on August 28 2020.

(iv) Type of employees covered and number of such employees All employees of theCompany are governed by the Compensation Policy. The total number of permanent employeesgoverned by the Compensation Policy of the Company at March 31 2021 was 14413.

(v) Key features and objectives of remuneration policy

The Company has historically followed prudent compensation practices under the guidanceof the Board and the BNRC. The Company's approach to compensation is based on the ethos ofmeritocracy and fairness within the framework of prudent risk management. This approachhas been incorporated in the Compensation Policy the key elements of which are givenbelow: Effective governance of compensation The Company follows prudent compensationpractices under the guidance of the BNRC and the Board. The decision relating to theremuneration of the Managing Director & CEO (MD & CEO) and other wholetimeDirectors is reviewed and approved by the BNRC and the Board. The BNRC and the Boardapproves the Key Performance Indicators (KPIs) and the performance threshold for paymentof performance bonus if applicable. The BNRC evaluates business performance against theKPIs and on various risk parameters as prescribed by IRDAI. Based on its assessment itmakes recommendations to the Board regarding compensation for MD & CEO and otherwholetime Directors performance bonus and long-term pay for all eligible employeesincluding senior management and key management persons.

Alignment of compensation philosophy with prudent risk taking The Company seeks toachieve a prudent mix of fixed and variable pay with a higher proportion of variable payat senior levels. For the MD & CEO and other wholetime Directors (WTD) compensationis sought to be aligned to both pre-defined performance objectives of the Company as wellas prudent risk parameters. In addition the Company has an Employees Stock Option Schemeaimed at enabling employees to participate in the long-term growth and financial successof the Company through stock option grants that vest over a period of time.

Whether the BNRC reviewed the Company's remuneration policy during the past year andif so an overview of any changes that were made The BNRC reviewed the Company'sCompensation and Benefits policy at its meetings held on July 13 2020 and August 282020. The key changes in the policy are:

In line with the Insurance Regulatory and Development

Authority of India (IRDAI) circular dated June 30 2020 highlighting that the monetaryvalue of perquisites including retiral benefits should have monetary ceilings and areaccounted for as part of Fixed pay the nomenclature of the compensation elements and thedefinition of Fixed Pay for the MD & CEO and other WTDs have been amended to includenon-cash benefits and perquisites contribution towards superannuation/ retirals and anyother form of non-cash benefits & perquisites including reimbursable benefits &perquisites with monetary ceilings. Accordingly the definition of variable pay has alsobeen consequently amended.

Methodology of valuing stock options has been incorporated for clarity.

The clause for Guaranteed bonus and Severance pay for Whole- time Directors has beenmodified to strengthen governance.

The clause on review of compensation for the MD & CEO and other Wholetime Directorshas been modified for better clarity and in line with the IRDAI circular dated June 302020.

The current list of non-cash benefits and perquisites provided to employees includingKMPs/SMPs has been included in the list of non-cash benefits and perquisites.

A section related to compensation for non-executive

Independent Director as Chairman/Chairperson of the Company if any has beenincorporated into the policy. The remuneration payable in the case of an IndependentDirector being the Chairman/Chairperson of the Company has been outlined in the policy toenable providing administrative support to the Chairman and in accordance with theprovisions of the extant applicable regulatory and statutory requirements.

The frequency for the review of the Compensation Policy has been incorporated.

b. Description of the ways in which current and future risks are taken into account inthe remuneration processes

The Company follows prudent compensation practices under the guidance of the Board andthe Board Nomination and Remuneration Committee (BNRC). The Company's approach tocompensation is based on the ethos of meritocracy and fairness within the framework ofprudent risk management. The performance rating assigned to employees is based onassessment of performance delivered against a set of defined performance objectives. Theseobjectives are balanced in nature and comprise a holistic mix of financial customerpeople process quality compliance objectives and/or any other parameters as may bedeemed fit.

For the MD & CEO and other wholetime Directors compensation is sought to bealigned to both predefined performance objectives of the Company as well as prudent riskparameters.

For the MD & CEO and other wholetime Directors the quantum of bonus does notexceed a certain percentage (as stipulated in the Compensation Policy) of total fixed payin a year; if the quantum of bonus exceeds a predefined percentage of the total fixed paya part of the bonus is deferred and paid over a pre-defined period.

The deferred part of the variable pay (performance bonus) for wholetime Directors issubject to malus under which the Company will prevent vesting of all or part of thevariable pay in the event of an enquiry determining gross negligence or integrity breach.

In claw back arrangements with wholetime Directors the employee agrees to return incase asked for the previously paid variable pay to the Company in the event of an enquirydetermining gross negligence or integrity breach taking into account relevant regulatorystipulations.

For malus and clawback acts of gross negligence and integrity breach are covered underthe purview of the compensation policy. Errors of judgment shall not be construed to bebreaches. c. Description of the ways in which the Company seeks to link performanceduring a performance measurement period with levels of remuneration

The Company's approach to compensation is based on the ethos of meritocracy andfairness within the framework of prudent risk management. The extent of variable pay forindividual employees is linked to individual performance for sales frontline employees andto individual and organisation performance for non-sales frontline employees and employeesin the management cadre. For the latter the performance rating assigned is based onassessment of performance delivered against a set of defined performance objectives. Theseobjectives are balanced in nature and comprise a holistic mix of financial customerpeople process quality and compliance objectives and/or any other parameters as may bedeemed fit. For the Managing Director & CEO and other wholetime Directors to ensureeffective alignment of compensation with prudent risk parameters the Company takes intoaccount various risk parameters along with other pre-defined performance objectives of theCompany.

2. Quantitative Disclosures

The following table sets forth for the period indicated the details of quantitativedisclosure for remuneration of wholetime Directors (including Managing Director & CEO)

Particulars At March 31 2021
Number of WTD/ CEO/ MD having received a variable remuneration award during the financial year 2
Number and total amount of sign on awards made during the financial year Nil
Details of guaranteed bonus if any paid as joining/ sign on bonus Nil
breakup of amount of remuneration awarded for the financial year (in ` million)
Fixed1 57.9
Variable Pay2 26.2
Deferred -
Non-Deferred 26.2
Share-Linked Instruments – Company2 1320600
Total amount of deferred remuneration paid out in the financial year (` in million) 4.3
Total amount of outstanding deferred remuneration Cash (` in million) 2.2
Shares Nil
Shares-linked instruments – Company 2214220
Shares-linked instruments – ICICI Bank 319670
Other forms Nil

Note: For the year-ended March 31 2021 the numbers indicated are the amountspaid/options granted during the year FY2021 as per IRDAI approvals. Mr. Sandeep Bakhshireceived a remuneration of Rs 6360229 and Mr. Sandeep Batra received Rs 4100976 whichis the deferred variable pay (paid during FY2021). This is in accordance with the terms ofengagement with Mr. Bakhshi and Mr. Batra then as wholetime Directors of the Company. 1Fixed pay includes basic salary supplementary allowances superannuationcontribution to provident fund and gratuity fund by the Company. Provision towardsgratuity is determined actuarially on an overall basis however for the purpose of thissection the annual contribution towards gratuity fund of the Company as approved byBNRC/Board is incorporated here.

 2 Variable pay and share-linked instruments represent amountsgranted/options awarded by BNRC/Board in FY2021.

Further provision on gratuity leave encashment and long term payment which isactuarially valued for all employees of the organisation is not considered above.

Disclosures required with respect to section 197(12) of the CA2013

The ratio of the remuneration of each Director to the median employee's remunerationand such other details in terms of Section 197(12) of the CA2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. For thepurpose of this section aspects of fixed remuneration which includes basic salarysupplementary allowance and retirals (provident fund gratuity and superannuation) havebeen annualised. (i) The ratio of the remuneration of each director to the medianremuneration of the employees who are part of annual bonus plan (excluding frontlinesales) of the Company for the financial year:

Mr. N S Kannan Managing Director & CEO 80:1
Mr. Puneet Nanda Deputy Managing Director 57:1

(ii) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: Thepercentage increase in remuneration of Wholetime Directors Chief Financial Officer andCompany Secretary was 0%.

(iii) The percentage increase in the median remuneration of employees who are part ofannual bonus plan (excluding frontline sales) in the financial year: The percentageincrease in the median remuneration of employees who are part of annual bonus plan inthe financial year was around 6.7%.

(iv) The number of permanent employees on the rolls of Company: The number of employeesas on March 31 2021 is 14413.

(v) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: The averagepercentage increase in the salaries of total employees other than the key managerialpersonnel for fiscal 2020 was around 4.6% while there was no increase in the remunerationof the key managerial personnel.

(vi) Affirmation that the remuneration is as per the remuneration policy of theCompany: Yes.

employee stock option scheme (esos)

The Company granted options to its employees under its Employees Stock Option Schemeprior to listing since approval of its Employees Stock Option Scheme – 2005. Thispre-IPO Scheme shall be referred to as ‘ESOS 2005' or ‘Scheme'. The Scheme hassix tranches namely Founder 2004-05 2005-06 2006-07 Founder II and 2007-08 pursuantto which shares have been allotted and listed in accordance with the in-principle approvalextended by the stock exchanges. The Scheme was instituted vide approval of its Members atthe Extra-Ordinary General Meeting (EGM) dated March 28 2005 and subsequently amended bythe Members of the Company vide its EGM dated February 24 2015.

The Scheme was last ratified and amended by the members of the Company at its AnnualGeneral Meeting held on July 17 2017 which is in compliance with the SEBI (Share BasedEmployee Benefits) Regulations 2014 (referred to as the ‘Revised Scheme'). Furtherthe meeting of Board Nomination and Remuneration Committee (BNRC) and the Board held onApril 24 2019 had approved the amendment to the definition of "ExercisePeriod". The revision to the definition was approved by Members at the annual generalmeeting of the Company held on July 17 2019. As per the Revised Scheme the aggregatenumber of shares issued or issuable since March 31 2016 pursuant to the exercise of anyOptions granted to the Eligible Employees issued pursuant to the Scheme or any other stockoption scheme of the Company shall not exceed 2.64% of the number of shares issued atMarch 31 2016; which pursuant to the Scheme was earlier capped at 3% of the issuedcapital of the Company as on the date of grant(s). Further pursuant to the Revised Schemethe maximum number of Options that can be granted to any Eligible Employee in a financialyear shall not exceed 0.1% of the issued Shares of the Company at the time of grant ofOptions which pursuant to the Scheme was 1% of the issued capital of the Company to anyeligible employee. Both the Scheme and the Revised Scheme provide for a minimum period ofone year between the grant of Options and vesting of Options. Shares are allotted/issuedto all those who have exercised their Options as granted by the Board of the Companyand/or the BNRC in accordance with the criteria ascertained pursuant to the Company'sCompensation and Benefits policy. Pursuant to the SEBI (Share Based Employee Benefits)Regulations 2014 the disclosures are available on the website of the Company at thefollowing linkhttps://www.iciciprulife.com/about-us/investor-relations/financial-information.html.

The salient features of tranches issued under the Scheme and the Revised Scheme are asstated below:

Founder 2004-05 2005-06 2006-07 2007-08 2017-18 2018-19 2018-19 2018-19 2019-20 2019-20 2020-21 2020-21 2020-21
Founder II special options Joining options Joining options Joining options Joining options
Date of Grant March 28 2005 April 25 2005 April 26 2006 April 24 2007 April 25 2008 July 25 2017 April 24 2018 April 24 2018 January 22 2019 April 24 2019 July 24 2019 May 10 2020 June 11 2020 January

27 2021

Number of options 2662500 3782400 4633250 6534675 6101000 656300 2167900 4980250 156000 4993600 80000 5072200 25000 50000
granted (2006-07)
470000
(Founder II)
Maximum term for exercising the options granted

Thirteenth anniversary of the date of grant of options

Tenth anniversary of the date of grant of options Exercise period would commence from the date of vesting and expire on completion of ten years from the date of vesting of options

Five years from date of vesting of stock options

Graded Vesting Period

1st Year 50% of option

25% of options granted

30% of options granted

-

30% of options granted

2nd Year granted

25% of options granted

30% of options granted

-

30% of options granted

3rd Year 25% of options granted 40% of options granted 50% of options granted

40% of options granted

4th Year -

25% of options granted

50% of options granted - - - - - -
Mode of settlement

Equity

Note: : The exercise price for all the options granted by the Board Nomination andRemuneration Committee (BNRC) after listing (as tabulated above) is the closing price onthe recognised stock exchange having higher trading volume on the date immediately priorto the date of meeting of the BNRC - which is scheduled to consider granting options underthe Company's employee stock option scheme.

Exercise price of all the options outstanding for all years/quarter for tranchesFounder 2004-2005 2005-06 2006-07 Founder II 2007-08 2017-18 2018-19 2018-19Special Options and 2018-19 Joining Options 2019-20 2019-20 Joining Options 2020-212020-21 Joining Options (1) 2020-21 Joining Options (2) schemes is Rs 30 Rs 42 Rs 70Rs 130 Rs 130

Rs 400 Rs 468.60 Rs 388.40 Rs 388.40 Rs 351.65 Rs 369.30 Rs 383.10 Rs 400.10 Rs396.95 and Rs 501.90 respectively.

Particulars of options for the year ended March 31 2021 are given below:

Options granted 5147200
Options forfeited/ lapsed 205967
Options vested 2412290
Options exercised 126640
Total number of options in force 17175700
Number of shares allotted pursuant to exercise of options 126640
Extinguishment or modification of options Nil
Amount realised by exercise of options (`) 45487332

 

Note: For details on option movement during the year refer Notes to accounts

The following key management persons and senior management personnel (SMP) other thanwholetime Directors were granted stock options of the Company up to a maximum of 179500options to an individual aggregating to 916200 options during FY2021.

sr. No. Name Designation
1 Judhajit Das Chief-Human Resources
2 Satyan Jambunathan Chief Financial Officer
3 Amit Palta1 Chief Distribution Officer
4 Deepak Kinger Chief Risk & Compliance Officer
5 Manish Kumar Chief Investments Officer
6 Asha Murali Appointed Actuary
7 Vyoma Manek2 Company Secretary
8 Manish Dubey 3 Chief Marketing Officer

mentioned above was prior to his categorization as KMP

 2 Categorised as KMP till February 15 2021

 3 Categorised as KMP till June 14 2020

Note: Ms Sonali Chandak was appointed as Company Secretary of the Companywith effect from February 16 2021 and hence categorised as KMP with effect from February16 2021 and was not granted stock options of the Company during the year ended March 312021.

No employee was granted options during any one year equal to or exceeding 0.1% of theissued equity shares of the Company at the time of the grant.

Out of the total outstanding options at April 1 2021 2412290 options were vestedduring the year ended March 31 2021 and Rs 45.5 million was realised by exercise ofoptions during the year ended March 31 2021.

During the year ended March 31 2021 the Company has recognised a compensation cost of` nil (year ended March 31 2020: ` nil) as the intrinsic value of the options.

Had the Company followed fair value method based on binomial tree model valuing itsoptions compensation cost for the year ended would have been higher by Rs 331.5 million(March 31 2020: Rs 502.5 million) and the profit after tax would have been Rs 9270.0million (March 31 2020: Rs 10185.0 million). On a proforma basis the Company's basicand diluted earnings per share would have been Rs 6.46 (March 31 2020: Rs 7.09) and

Rs 6.44 (March 31 2020: Rs 7.08) respectively.

Fair value methodology

The assumptions considered in the pricing model for the ESOPs granted during the yearended March 31 2021 were:

Particulars March 31 2020 March 31 2021 basis
Risk-free interest rate 6.42% to 7.66% 4.87% to 5.78% G-Sec yield at grant date for tenure equal to the expected term of ESOPs
Expected life of the options 3.50 to 5.50 years 3.50 to 5.50 years Simplified method (average of minimum and maximum life of options)
Dividend yield 0.82% to 1.22% 0.16% to 0.59% Based on recent dividend declared
Expected volatility 12.39% to 13.37% 17.90% to 20.19% Based on historical volatility determined on the basis of Nifty 50

The weighted average price of options exercised during the year ended March 31 2021 isRs 359.19 (year ended March 31 2020: Rs 183.63).

Further disclosures pursuant to the SEBI (Share Based Employee Benefits) Regulations2014 Guidance Note on accounting for employees share based payments issued by ICAI or anyother relevant accounting standard have been included in the Notes to Accounts.

ICICI Bank Limited ("Holding company") has granted their options to certainemployees of the Company. The Holding company follows an intrinsic value method and hasrecognised a cost of ` nil for the year ended March 31 2021 for the options granted toemployees of the Company (year ended March 31 2020: ` nil).

Performance evaluation of Directors Chairman the board and its Committees

The Company with the approval of its Board Nomination and Remuneration Committee hasput in place a framework for evaluation of the Directors Chairman the Board and itsCommittees.

The performance evaluation was undertaken through an online survey portal. Theperformance of the Board was assessed on parameters relating to roles responsibilitiesand obligations of the Board and functioning of the Committees including assessing thequality quantity and timeliness of flow of information between the Company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties. The evaluation criteria for the Directors was based on their participationcontribution and offering guidance to and understanding of the areas which were relevantto them in their capacity as members of the Board. The evaluation criteria for theChairman of the Board besides the general criteria adopted for assessment of allDirectors included leadership abilities effective management of meetings andpreservation of interest of stakeholders. The evaluation criteria for the Committees werebased on effective discharge of its terms of reference and their contribution to thefunctioning of the Board. The Board Nomination and Remuneration Committee evaluated theperformance of the wholetime Directors. The details about the evaluation of the wholetimeDirectors are further articulated under the section titled "Compensation policy andpractices."

General body Meetings

The details of the last three Annual General Meetings (AGM) are as given below:

Financial Year ended Day Date start time Venue
Eighteenth AGM Tuesday June 26 2018 2.30 p.m. Swatantrya Veer Sawarkar Auditorium 252 Shivaji Park Dadar (West) Mumbai – 400 028
Nineteenth Wednesday 2.00 p.m. Swatantrya Veer
AGM July 17 2019 Sawarkar Auditorium 252 Shivaji Park Dadar (West) Mumbai – 400 028
Twentieth Friday August 3.30 p.m. Through Video
AGM 7 2020 Conference (VC)/ Other Audio Visual Means (OAVM). Deemed venue- Registered Office of the Company

The following special resolutions were passed by the members during the last threeAnnual General Meetings:

Annual General Meeting held on June 26 2018

No special resolution was proposed.

Annual General Meeting held on July 17 2019

Continuation of directorship of Mr. M. S. Ramachandran as an

Independent Director of the Company on attaining the age of seventy five (75) years.

Amendment of the ICICI Prudential Life Insurance Company Limited

Revised Employee Stock Option Scheme.

Annual General Meeting held on August 7 2020

Re-appointment of Mr. M. S. Ramachandran as an Independent

Director of the Company for a second term of five consecutive years commencing fromJune 29 2021 till June 28 2026.

Continuation of directorship of Mr. M. S. Ramachandran as a Director of the Companytill June 28 2026

Postal ballot

During the year FY2021 an ordinary resolution for extending administrative support toMr. M. S. Ramachandran non-executive Independent Director Chairman of the Company waspassed through postal ballot. No special resolution was passed through postal ballotduring FY2021. Further at present no special resolution is proposed to be passed throughpostal ballot.

Means of communication

It is the Company's belief that all stakeholders should have access to completeinformation regarding its position to enable them to accurately assess its futurepotential. The Company disseminates information on its operations and initiatives on aregular basis. The Company's website www.iciciprulife.com ( ) serves as a key awarenessfacility for all its stakeholders allowing them to access information at theirconvenience. It provides comprehensive information on the Company's strategy financialperformance operational performance and the latest press releases. The Company's investorrelations personnel respond to specific queries and play a proactive role in disseminatinginformation to both analysts and investors. All information which could have a materialbearing on the Company's share price is released through as per regulatory requirements.The information is also disseminated to the National Stock Exchange of India Limited (NSE)and BSE Limited (BSE) from time to time. The financial and other information and thevarious compliances as required/ prescribed under the Listing Regulations are filedelectronically with NSE and BSE through NSE Electronic Application Processing (NEAP)System and through BSE Listing Centre and are also available on their respective websitesin addition to the Company's website. Additionally information is also disseminated toBSE/NSE where required by email or fax. The Company's quarterly financial results arepublished in the Financial Express (Mumbai Pune Ahmedabad Delhi Chandigarh LucknowKolkatta Bangalore Chennai Hyderabad and Kochi) and Loksatta (Mumbai Pune NagpurAhmednagar Delhi Aurangabad edition). The financial results official news releasesanalyst call transcripts and presentations are also available on the Company's website atwww.iciciprulife.com.

General shareholder Information

In view of the outbreak of the Covid-19 pandemic social distancing is a pre-requisiteand accordingly the Annual General Meeting (‘AGM') is proposed to be convened throughVideo Conference (VC) or/and Other Audio Visual Means (OAVM) in compliance withapplicable provisions of the Companies Act 2013 read with the General Circular No.20/2020 dated May 5 2020 General Circular No. 14/2020 dated April 8 2020 GeneralCircular No. 17/2020 dated April 13 2020 and General Circular No. 02/2021 dated January13 2021 issued by the Ministry of Corporate Affairs (‘MCA'). Considering the samethe deemed venue for 21st AGM shall be the registered office of the Company.

In view of the same the members are given the facility to attend and participate inthe AGM through Video Conference (VC)/ Other Audio Visual Means (OAVM) by following theprocedure mentioned in the Notice of the AGM.

General body Meeting Day Date & Time
Twenty first AGM Friday June 25 2021 at 3.30 p.m.

Financial Year: April 1 2020 to March 31 2021 Book Closure: June 18 2021 to June 252021 Dividend payment date: On or before July 25 2021

Fit and proper criteria for investors and continuous monitoring requirement

The IRDAI guidelines for Listed Indian Insurance Companies prescribe the following:

Self-certification of "fit and proper person" criteria by a personholding/intending to acquire equity shares of 1% or more of paid-up equity share capitalPrior permission of IRDAI for holding shares beyond 5% of the paid- up equity sharecapital.

Further information on detailed procedure and format for self-certification is hostedon the Company's website(https://www.iciciprulife.com/about-us/shareholder-information/other.html)

business responsibility reporting environmental social and Governance (esG) andConservation of energy and Technology absorption

Business Responsibility Report (BRR) as stipulated under Regulation 34 of the ListingRegulations forms part of the Annual Report and has been hosted on the website of theCompany and can be viewed at https://www.iciciprulife.com/about-us/shareholder-information/other.html.The Company has an elaborate ESG Report that details the efforts of the Company onsustainability and is also available on its website. The Company constantly undertakestechnology and digitalization initiatives and works with employees partners and customersto offer simple and robust technology solutions towards reducing the Company's carbonfootprint.

The Company has undertaken various initiatives for energy conservation at its premisesand has used information technology extensively in its operations which includestechnological interventions in aspects pertaining to policy lifecycle marketing &lead generation partner integration analytics and assurance. They entail how the Companydigitally transformed itself with the use of Artificial Intelligence (AI) MachineLearning (ML) and Natural Language Processing (NLP) especially with AI underwriting andOptical Character Reader (OCR) conversation bots data insights nudge engine and imagerecognition. These are in addition to other technological strides in terms ofstrengthening its core systems readying for future and supporting new growth engines.

Digitisation

The Company has fully digitised its policy issuance and servicing processes. More than96% of all our policies issued are logged digitally. The Company has also offered itscustomers the facility of opening e-insurance accounts an electronic repository ofpolicies. This enables our customers to electronically store and administer theirpolicies.

To the extent permitted the Company also communicates with its customers via sms andemails to reduce the use of paper. The digital platform is extended to employees advisorsand partners too. Due to these initiatives the Company's paper usage has droppeddrastically over the years. The above initiatives and digital processes have not onlyprovided speed and convenience to customers and distributors but has also had a positiveimpact on environment.

Maintenance of cost records

The maintenance of cost records for the services rendered by the Company pursuant toSection 148(1) of the Companies Act 2013 read with Rule 3 of the Companies (Cost Recordsand Audit) Rules 2014 is not required.

Details of application made or any proceeding pending under the Insolvency andbankruptcy Code 2016 during the year alongwith their status as at the end of thefinancial year.

The Company has not filed any application or no such proceeding is pending under theInsolvency and Bankruptcy Code 2016 during the financial year ended March 31 2021.

Details of difference between amount of the valuation done at the time of one timesettlement and the valuation done while taking loan from the banks or FinancialInstitutions along with the reasons thereof

The above is not applicable as the Company has not filed any application for settlementunder the Insolvency and Bankruptcy Code 2016 during the financial year ended March 312021.

Credit rating obtained during FY2021

Type of Instrument Name of the rating Agency rating assigned
Unsecured subordinated ICRA Limited [ICRA]AAA(Stable)
listed rated redeemable taxable non-cumulative non- convertible debentures in the nature of ‘Subordinated Debt' aggregating to Rs 12.00 billion CRISIL Limited CRISIL AAA/Stable

Foreign exchange earnings and outgo

Details of foreign exchange earnings and outgo required under section 134(3)(m) of theCA2013 read with rule 8(3) of the Companies (Accounts) Rules 2014 are as under:

( Rs billion)
Particulars FY2020 FY2021
Foreign exchange earnings and outgo
- Earnings 0.26 0.12
- Outgo 0.31 0.36

Commodity price risk or foreign exchange risk and hedging activities

None of the above is applicable to the Company as the Company neither undertake anycommodities business nor has any exposure to foreign currencies that may requireimplementing any hedging strategies.

Plant Locations

The Company has various branches across the country however there are no plants asthe Company is not a manufacturing entity.

Details of unclaimed suspense account as provided by our rTA i.e. KFin TechnologiesPrivate Limited pursuant to regulation 39 read with Part F of schedule V of securities andexchange board of India (Listing obligations and Disclosure requirements) regulations2015.

For financial year 2021 there were no shares lying in the unclaimed suspense account. eventsafter balance sheet date

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyto which the Balance Sheet relates and the date of this Report.

Disclosures

(a) There are no materially significant related party transactions that may havepotential conflict with the interest of the Company. (b) No penalties or strictures havebeen imposed on the Company by the stock exchanges the Securities & Exchange Board ofIndia (SEBI) or any other statutory authority for any non-compliance on any matterrelating to capital markets during the last three years. (c) In terms of the WhistleBlower Policy of the Company no employee of the Company has been denied access to theAudit Committee.

Adoption of mandatory and non-mandatory requirements

The Company has complied with all mandatory requirements specified in Regulations 17 to27 and clauses (b) to (i) of sub regulation 2 of Regulation 46 and some of thenon-mandatory requirements pertaining to Corporate Governance stipulated under the ListingRegulations. The Company has adopted non-mandatory requirement regarding the reportingrequirement of the internal auditor which in the Company's instance reports directly tothe Board Audit Committee.

Green Initiatives in Corporate Governance

In line with the ‘Green Initiative' the Company has effected electronic deliveryof notice of Annual General Meeting and Annual Report to those Members whose e-mail idswere registered with the respective Depository Participants and downloaded from thedepositories viz. National Securities Depository Limited/Central Depository Services(India) Limited. The CA2013 and the underlying rules as well as Regulation 36 of theListing Regulations permit the dissemination of financial statements and annual report inelectronic mode to the Members. The Directors are thankful to the Members for activelyparticipating in the Green Initiative and seek the continued support for implementation ofthe Green Initiative.

In order to support the cause we have been regularly requesting Members toregister/update their email ids with their Depository Participants so as to enable theCompany to send various communication through electronic mode. We believe and endorse the‘Green Initiative' as it would not only rationalise the use of paper but also ensureprompt communication avoid loss in transit and have reference value of the communication.

DETAILS PERTAINING TO SHAREHOLDING

Listing of equity shares on stock exchange

The Company has listed its equity shares on the following stock exchanges:

stock exchange Code for ICICI Prudential Life Insurance Company Limited
BSE Limited (BSE) (Equity) Phiroze Jeejeebhoy Tower Dalal Street Mumbai 400 001 540133
National Stock Exchange of India Limited (NSE) (Equity) ‘Exchange Plaza' Bandra-Kurla Complex Bandra (East) Mumbai 400 051 ICICIPRULI

The Company has paid the annual listing fees for FY2021 to BSE and NSE where its equityshares are listed.

Market price Information

The reported high and low closing prices and volume of equity shares of the Companytraded during fiscal 2021 on BSE and NSE are set out in the following table:

Month BSE NSE Total volume of BSE
high (`) Low (`) Volume (million) high (`) Low (`) Volume (million) and Nse (million)
April-2020 411.70 329.10 4.02 411.95 328.95 81.19 85.22
May-2020 399.90 344.95 2.03 400.10 345.05 59.28 61.31
June-2020 430.60 380.30 2.99 430.65 380.40 71.57 74.56
July-2020 457.70 417.30 2.69 457.75 417.45 59.85 62.54
August-2020 482.90 422.60 1.55 482.25 422.65 41.08 42.63
September-2020 447.00 403.45 1.48 447.15 403.25 43.59 45.08
October-2020 433.75 403.50 1.23 433.65 403.35 39.35 40.58
November-2020 455.05 403.40 1.44 455.05 403.40 42.64 44.08
December-2020 500.85 457.25 10.54 500.95 457.35 48.61 59.15
January-2021 526.30 481.10 1.89 526.15 481.00 43.88 45.77
February-2021 491.30 461.30 3.29 491.25 461.55 68.34 71.64
March-2021 497.25 422.15 2.36 497.65 422.05 64.92 67.28
Fiscal 2021 526.30 329.10 35.52 526.15 328.95 664.31 699.83

Company's registrar and share Transfer Agent

The Company's Registrar and Share Transfer Agent (RTA) is KFin Technologies PrivateLimited (formerly known as Karvy Fintech Private Limited) (Karvy).

The address of the RTA is as follows:

KFin Technologies Private Limited.

Karvy Selenium Tower B Plot 31-32

Financial District Nanakramguda Serilingampally Mandal Hyderabad – 500 032

Email id: einward.ris@kfintech.com

Tel No. : +1- 800-309-4001

Debenture trustees

Axis Trustee Services Limited

Registered Office: Axis House Bombay Dyeing Mills Compound Pandhurang Budhkar MargWorli Mumbai - 400 025

Telephone Number: 022-62300451

Fax Number: 022-6230 0700

Email id: debenturetrustee@axistrustee.com

Website: www.axistrustee.com

Information on shareholding

shareholding pattern of the Company at March 31 2021

sr. No. Category/Name of the shareholder Number of shares on March 31 2021 (in million) % Total
1 ICICI Bank Limited (Promoter) 737.61 51.37%
2 Prudential Corporation Holdings Limited (Promoter) 317.52 22.11%
3 Foreign Institutional Investors /Foreign Portfolio Investors/Foreign Bodies/ Non-resident individuals 268.36 18.69%
4 Domestic Mutual Funds 49.15 3.42%
5. Domestic Insurance Company 10.99 0.76%
6. Domestic Body corporates Institutions Trust & NBFC 8.44 0.59%
7. Domestic Banks 1.09 0.08%
8. Alternative Investment Fund 0.43 0.03%
9. Retail Investors & Others 42.38 2.95%
Total 1435.97 100.00%*
* The total may not add up due to rounding off

shareholders of the Company with more than 1% holding at March 31 2021 (other thanpromoters of the Company)

sr. Category/Name of the shareholder Number of shares % to total
No. (in million)
1 Compassvale Investments Pte. Ltd. 28.72 2.00%
2 SBI Funds Management Private Limited (For SBI mutual funds) 27.19 1.89%

Distribution of shareholding of the Company at March 31 2021

Distribution schedule at March 31 2021 (Total)
sr. No Category No. of holders % of holders Number of shares % of equity
1 5000 385378 99.67 33923976 2.36
2 5001 - 10000 418 0.11 3003207 0.21
3 10001 - 20000 239 0.06 3458569 0.24
4 20001 - 30000 104 0.03 2589034 0.18
5 30001 - 40000 64 0.02 2250976 0.16
6 40001 - 50000 42 0.01 1912157 0.13
7 50001 - 100000 93 0.02 6545148 0.46
8 100001 and above 324 0.08 1382291164 96.26
ToTAL: 386662 100.00 1435974231 100.00

The Company's equity shares are traded mainly in dematerialised form. During the yearthere were no dematerialisation. At March 31 2021 99.99% of paid-up equity share capitalis held in dematerialised form.

Increase in share capital

The paid-up capital of the Company increased by Rs 1.12 million from the previousfinancial year consequent to allotment of shares resulting due to the exercise of stockoptions granted under the Company's employee stock option scheme and the paid-up capitalwas Rs 14.36 billion at March 31 2021.

Details of equity shares held by the non-executive Directors of the Company at March31 2021 is as set out in the table below:

sr. No. Name of the Director Number of shares held
1. Mr. Dileep Choksi 20
2. Mr. Anup Bagchi 8500

Queries related to the operational and financial performance of the Company may beaddressed to:

 

Mr. Satyan Jambunathan/Mr. Dhiren Salian

Investor Relations

Registered office:

ICICI Prudential Life Insurance Co. Ltd.

1089 Appasaheb Marathe Marg

Prabhadevi Mumbai 400025

Telephone: (91 22) 50391600

Fax: (91 22) 2422 4484

Email id: ir@iciciprulife.com

Address for Correspondence

Ms. Sonali Chandak Company Secretary

ICICI Prudential Life Insurance Company Limited 1089 Appasaheb Marathe MargPrabhadevi Mumbai - 400025 Telephone: (91 22) 5039 1600 Fax: (91 22) 2422 4484 Email id:investor@iciciprulife.com

COMPLIANCE CERTIFICATE OF THE AUDITORS

The Company has annexed to this Report (Annexure D) a certificate obtained from thestatutory auditors B S R & Co. LLP Chartered Accountants and Walker Chandiok &Co LLP Chartered Accountants regarding compliance of conditions of Corporate Governanceas stipulated in the Listing Regulations.

CERTIFICATE FROM A PRACTICING COMPANY SECRETARY

A certificate has been received from Tushar Shridharani Practicing Company Secretaryconfirming that none of the directors on the Board of the Company has been debarred ordisqualified from being appointed or continuing as Directors of companies by theSecurities and Exchange Board of India (SEBI) Ministry of Corporate Affairs or any suchstatutory authority.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report for FY2021 forms part of the AnnualReport.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3)(c) of the CA2013 and theCorporate Governance Guidelines the Board of Directors confirm: 1. in the preparation ofthe annual accounts the applicable accounting standards had been followed along withproper explanation relating to material departures; 2. that they have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit and loss of the Company forthat period; 3. that they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;4. that they have prepared the annual accounts on a going concern basis; 5. that they havelaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and 6. that they havedevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Company is grateful to the Insurance Regulatory & Development Authority ofIndia Securities Exchange Board of India Reserve Bank of India and Government of Indiafor their continued co-operation support and advice.

The Board of Directors and the Company would also like to take this opportunity toexpress sincere thanks to our valued customers for their continued patronage and theinvestors for reposing confidence in the Company.

The Directors express their gratitude for the valuable advice and guidance receivedfrom time to time from the auditors and the statutory authorities. The Directors expresstheir deep sense of appreciation to all employees and distributors who continue todisplay outstanding professionalism and commitment enabling the organisation to deliverand extend quality services. The Directors also wish to express their gratitude to ICICIBank Limited and Prudential Corporation Holdings Limited for their continued trust andsupport.

For and on behalf of the board
M. S. RAMACHANDRAN
April 19 2021 Chairman
Chennai DIN: 00943629

.