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ICICI Securities Ltd.

BSE: 541179 Sector: Financials
NSE: ISEC ISIN Code: INE763G01038
BSE 00:00 | 23 Aug 199.75 -2.50
(-1.24%)
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198.20

NSE 00:00 | 23 Aug 199.85 -3.30
(-1.62%)
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200.00

HIGH

202.85

LOW

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OPEN 202.00
PREVIOUS CLOSE 202.25
VOLUME 3117
52-Week high 342.00
52-Week low 188.00
P/E 13.72
Mkt Cap.(Rs cr) 6,435
Buy Price 199.00
Buy Qty 2.00
Sell Price 200.35
Sell Qty 30.00
OPEN 202.00
CLOSE 202.25
VOLUME 3117
52-Week high 342.00
52-Week low 188.00
P/E 13.72
Mkt Cap.(Rs cr) 6,435
Buy Price 199.00
Buy Qty 2.00
Sell Price 200.35
Sell Qty 30.00

ICICI Securities Ltd. (ISEC) - Director Report

Company director report

To the Members

The Directors are pleased to present the Twenty-Fourth Annual Report of ICICISecurities Limited ('the Company') along with the audited financial statements for thefinancial year ended at March 31 2019.

PERFORMANCE

Industry overview

Equities remained volatile in FY2019 amidst geo-political risks such as trade wars andBrexit tight financial conditions fears of slowing global growth and liquidity crisis inNBFCs. However the dovish stance of the US FED expectations of interest rate cuts by theRBI and optimism of a pick-up in corporate earnings growth going ahead has resulted inrenewed interest in Indian equities from foreign investors towards the end of FY2019. Inthe secondary market average daily turnover grew 41% (cash + derivative combined) for theindustry during the year under review. In this the cash segment average daily turnovergrew 4% and the derivative segment witnessed 43% growth. Flow from Foreign PortfolioInvestors ('FPI') remained weak for majority of FY2019. However due to strong inflows inthe month of February and March of USD 8.3 billion FPI flows for FY2019 turned positive.Domestic Institutional Investors ('DIIs') continued to remain largely positive throughFY2019.

FY2019 witnessed sharp drop in primary market activity in terms of both number oftransactions and capital raised as the number of Initial Public Offerings ('IPOs')including InvITs and REITs dropped to 17 as against 47 in FY2018 with fund raisingdropping to र227 billion from र888 billion in FY2018. Similarly there was a sharpdecline in Qualified Institutional placements ('QIPs').

Mutual fund average AUM for the industry witnessed a growth of 12% YoY.

Company overview

Our Company registered consolidated revenue of र17270.2 million for FY2019 ascompared to र18610.1 million for FY2018. Consolidated profit after tax ('PAT') forFY2019 was र4907.3 million compared to र5534.7 million for FY2018. We were able tomaintain our costs with total cost declining marginally from र10086.2 million toर9697.9 million in FY2019 a decline of 4%.

In the secondary market (broking business) your Company achieved an overall marketshare of 8.5% based on total average daily turnover. Broking business reported revenuesof र9328.3 million in FY2019 against र10243.0 million in FY2018.

Your Company is also a leading distribution franchise being the second largestnon-bank mutual fund distributor as per the latest available industry numbers for FY2018.Apart from mutual funds the Company was also among the leading distributors in otherfinancial products like Life Insurance IPOs Portfolio Management Schemes ('PMS')Alternate Investment Funds ('AIFs') Sovereign Gold Bonds Bharat 22 Exchange Traded FundNational Pension Scheme ('NPS') etc. The distribution business reported revenues ofर4635.3 million in FY2019 against र4665.3 million in FY2018. Distribution businesscontributed 27% towards the Company's topline during FY2019 against 25% in FY2018.

Financial highlights

Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ('Ind AS')notified under the Companies (Indian Accounting Standards) Rules 2015 with effect fromApril 12018. Financial statements for the year ended and as at March 31 2018 have beenrestated to conform to Ind AS.

Note 30 to the standalone and consolidated financial statements provide furtherexplanation on the transition to Ind AS.

The table below summarises the key financials of your Company for FY2019:

र millions

Particulars

Standalone

Consolidated

FY2018 FY2019 Change % FY2018 FY2019 Change %
Gross Income 18584.8 17258.0 (7.1) 18610.1 17270.2 (7.2)
Profit/(Loss) before Depreciation and Tax 8632.0 7700.3 (10.8) 8676.9 7721.8 (11.0)
Depreciation 152.6 149.3 (2.2) 153.0 149.5 (2.3)
Profit/(Loss) before Tax 8479.4 7551.0 (10.9) 8523.9 7572.3 (11.2)
Provision for Tax 2988.4 2681.8 (10.3) 2989.2 2665.0 (10.8)
Profit/(Loss) after Tax 5491.0 4869.2 (11.3) 5534.7 4907.3 (11.3)
Other Comprehensive Income (net of tax) (16.1) (25.9) 60.9 (16.1) (25.9) 60.9
Total comprehensive income 5474.9 4843.3 (11.5) 5518.6 4881.4 (11.5)
Balance brought forward from previous year 2299.4 5641.8 145.4 2296.9 5683.0 147.4
Amount available for appropriation 7774.3 10485.1 34.9 7815.5 10564.4 35.2
Surplus carried forward 5641.8 7534.0 33.5 5683.0 7613.3 34.0
Earnings per share on equity shares of र5 each
Basic (in र) 17.05 15.12 (11.3) 17.18 15.23 (11.4)
Diluted (in र) 17.05 15.11 (11.4) 17.18 15.23 (11.4)

Note: Figures in parenthesis are negative

APPROPRIATIONS

Your Company has र10485.1 million available for appropriation comprising totalcomprehensive income of र4843.3 million for FY2019 and balance of र5641.8 millionbrought forward from the previous financial year. An appropriation of र2951.1 milliontowards interim and final dividend including dividend distribution tax has been approvedby the Board resulting in profit of र7534.0 million being the surplus carried forward.Your Company does not propose any transfer to reserves.

र millions
Particulars

Standalone

FY2018 FY2019
Disposable Profit 7774.3 10485.1
Appropriations:
Transfer to Reserves - -
Equity Dividend 1771.8 2447.8
Tax on Equity Dividend 360.7 503.3
Surplus carried forward 5641.8 7534.0

DIVIDEND

The Board has recommended a final dividend of र5.70 (114%) per equity share forFY2019 aggregating to र2213.7 million including dividend distribution tax of र377.4million. The Board had also approved payment of interim dividend of र3.70 (74%) perequity share for FY 2019 aggregating to र1436.9 million including dividenddistribution tax of र245.0 million.

The payment of interim dividend along with the proposed final dividend would result incumulative dividend payout ratio of 62% of the profits. The final dividend is subject tothe approval of the shareholders at the ensuing Annual General Meeting ('AGM'). Thepayment of interim and final dividend is in line with the Dividend Distribution Policy ofthe Company.

DIVIDEND DISTRIBUTION POLICY

In accordance with Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations') your Company has formulated a Dividend Distribution Policy and the same isgiven in Annexure A to this report and is also uploaded on the website of theCompany at the following link:https://www.icicisecurities.com/CMT/UPLOAD/ARTICLEIMAGES/ddp2017.pdf

TRANSFER OF UNCLAIMED/UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND('IEPF')

In terms of the provisions of Section 124 of the Companies Act 2013 ('the Act') andthe rules made thereunder the provisions of Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 and other applicableprovisions all monies remaining unpaid or unclaimed for a period of seven years from thedate of transfer to unpaid/unclaimed dividend account are required to be transferred toIEPF.

Information relating to unclaimed dividend and the due dates by which it can be claimedby the shareholders are as under:

Financial Year Date of Declaration Last date for claiming unpaid dividend
2017-18 (Final dividend) August 30 2018 September 30 2025
2018-19 (Interim dividend) October 19 2018 November 18 2025

SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

At March 31 2019 the Company has two subsidiaries (including step down subsidiary)and has no associate and joint venture companies. The subsidiaries are:

a. ICICI Securities Inc.; and

b. ICICI Securities Holdings Inc. (subsidiary of ICICI Securities Inc.).

During FY2019 no Company has become or ceased to be Subsidiary Joint Venture orAssociate Company of the Company.

A separate statement containing the salient features of the financial statements of thesubsidiaries required to be disclosed under Form AOC-1 is enclosed as Annexure B tothis Report.

RISK MANAGEMENT FRAMEWORK

Our Board oversees our risk management and has constituted a Risk Management Committeewhich frames and reviews risk management processes and controls. A comprehensive systemfor risk management and internal controls for all our businesses has been established tomanage the risks we are exposed to. The objective of our risk management framework is toensure that various risks are identified measured and mitigated and also that policiesprocedures and standards are established to address these risks and to ensure a systematicresponse in the case of crystallisation of such risks.

The key risks associated with our business have been classified into implied marketrisk market risk operational risk information technology/cyber security risk liquidityrisk credit risk and reputation risk. policies have been framed with respect to suchrisks which set forth limits mitigation strategies and

Internal controls. These policies include a corporate risk and investment policy aliquidity risk management policy an operational risk management policy an outsourcingpolicy a fraud risk management policy an information technology risk management policyan information security management policy a cyber security & cyber resilience policyand a surveillance policy.

We particularly are sensitive to risks emanating from the introduction of new productsand services. Before we launch a new product or service it is reviewed and approved byour corporate risk management group compliance and operations groups and product andprocess approval committee set up for this purpose. These groups and committee review theproduct/ service through the lenses of regulatory compliance risk management andintegration with the existing risk management systems.

WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower policy ('the policy') which aims to set up amechanism that enables employees to report about potentially illegal and/ or unacceptablepractices. It seeks to enable employees to report such practices without fear ofvictimisation and reprisal. The Policy aims to administer good governance practices in theCompany and to ensure that serious concerns are properly raised and addressed.

The purpose of the Policy is to enable a person who observes an unethical practice(whether or not a violation of law) to approach Head-Compliance & LegalGroup/Chairman-Audit Committee without necessarily informing his/her supervisors andwithout revealing his/ her identity if he/she so chooses. The Policy governs reportingand investigation of allegations of suspected improper activities.

The employees of the Company are encouraged to use guidance provided in the policy forreporting all allegations of suspected improper activities. In all instances the Companyretains the prerogative to determine when circumstances warrant an investigation and inconformity with the policy and applicable laws and regulations the appropriateinvestigative process is employed. The policy complies with the requirements of vigilmechanism as stipulated under Section 177 of the Act. The details of establishment of theWhistle Blower Policy/vigil mechanism have been disclosed on the website of the Company.

Excerpts of Whistle Blower policy can be viewed at https://www.icicisecurities.com/CMT/UPLOAD/ ARTICLEIMAGES/Whistleblower_Policy_One_Pager.pdf

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The internal financial controls with reference to financial statements as designed andimplemented by the Company are adequate. The internal financial controls procedure adoptedby the Company is adequate for safeguarding its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. Further the statutory auditors haveverified the systems and processes and confirmed that the internal financial controls overfinancial reporting are adequate and such controls are operating effectively.

STATUTORY AUDITORS REPORT

There were no qualifications reservations adverse remarks or disclaimers in thereport of statutory auditors of the Company.

No frauds were reported by the auditors under Section 143 (12) of the Act.

EXTRACT OF THE ANNUAL RETURN

An extract of the annual return as provided under Section 92 (3) of the Act is given inAnnexure C enclosed to this report.

The annual return filed by the Company for FY2018 with the Registrar of Companies canbe viewed at https://www. icicisecurities.com/CMT/UpLOAD/ArticleAttachments/Annual_Return_for_financial_year_2017_2018.pdf.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of loans guarantees and investments covered under Section 186 of the Act aregiven in Annexure D to this report.

RELATED PARTY TRANSACTIONS

The Company has put in place a policy for related party transactions ('RpT policy')which has been approved by the Board of Directors. The RpT policy provides foridentification of related party transactions necessary approvals by the AuditCommittee/Board of Directors/ shareholders reporting and disclosure requirements incompliance with the Act and Listing Regulations.

The said RpT policy has been uploaded on the website of the Company and can be accessedat the following link: https ://www. icicisecurities.com/CMT/UpLOAD/ARTICLEIMAGES/policy_on_RpT.pdf

All transactions executed by the Company during the financial year with related partieswere on arm's length basis and in ordinary course of business. All such related partytransactions were placed before the Audit Committee for approval wherever applicable.

Pursuant to the provisions of Regulation 23 (4) of Listing Regulations approval of theMembers was obtained through postal Ballot for material related party transaction(s) withICICI Bank Limited (Holding Company) to avail short term borrowings by way of creditfacility from ICICI Bank Limited on such term(s) and condition(s) as may be agreedsubject to the maximum outstanding balance on any day not exceeding र1500 crore.

The details of related party transactions under Section 188 (1) of the Act required tobe disclosed under Form AOC-2 pursuant to Section 134 (3) of the Act are given in AnnexureE enclosed to this report.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of the Company as at March 312019 consists of eight Directors out of whichfour are Independent Directors two are Non-executive Non-independent Additional Directorsand two are Whole-time Directors.

As at the end of FY2019 Shilpa Kumar (DIN: 02404667)

- Managing Director & CEO Ajay Saraf (DIN: 00074885)

- Executive Director Harvinder Jaspal-Chief Financial Officer and Raju Nanwani-CompanySecretary are the key managerial personnel as per the provisions of the Act and the rulesmade thereunder.

Changes in the composition of the Board of Directors and other Key Managerial Personnel

The Board of Directors had at its meeting held on October 19 2018 appointed VinodKumar Dhall (DIN: 02591373) Independent Director of the Company as the Chairman of theBoard of Directors of the Company. pursuant to the provisions of Regulation 17 (1A) ofListing Regulations approval of the Members was obtained through postal Ballot forcontinuation of directorship of Vinod Kumar Dhall (DIN: 02591373) as an IndependentDirector of the Company for his present tenure upto October 27 2019 as he attained theage of seventy-five years on February 20 2019.

The Board of Directors in its Meeting held on April 23 2019 have re-appointed VinodKumar Dhall (DIN: 02591373) as an Independent Director of the Company for a period of 5(five) consecutive years with effect from October 28 2019 upto October 27 2024 subjectto the approval of the Members of the Company by way of Special Resolution. Accordinglyapproval of the Members is sought at the ensuing AGM for his re-appointment. Vinod KumarDhall (DIN: 02591373) is a person of high repute integrity and has rich and variedexperience which will be an invaluable input to the Company's strategic direction anddecision making. His contributions and guidance during the deliberations at the Board andCommittee meetings have been of immense help to the Company.

The Board of Directors pursuant to the provisions of Section 161 of the Act appointedAnup Bagchi (DIN: 00105962) and pramod Rao (DIN: 02218756) as Additional Directors(Non-executive Non-independent Directors) of the Company subject to regulatory approvalsif any with effect from October 11 2018 up to the date of the Twenty-Fourth AGM. Therequisite approvals from the Stock Exchanges were obtained in this regard. Based on thenotices received from a Member under Section 160 of the Act and the recommendation of theNomination & Remuneration Committee ('NRC') the Board of Directors have approved theappointment of Anup Bagchi (DIN: 00105962) and Pramod Rao (DIN: 02218756) as the Directorsof the Company (in the category of Non-executive Director) with effect from the date ofthe Twenty-Fourth AGM subject to the approval of the Members at the ensuing AGM.

The Board of Directors pursuant to provisions of Section 161 of the Act appointedVijay Chandok (DIN: 01545262) as an Additional Director subject to regulatory approvalsif any with effect from May 7 2019 up to the date of the Twenty-Fourth AGM. Further hewas also appointed as the Managing Director & CEO of the Company pursuant to theprovisions of Section 196 of the Act for a period of five (5) years with effect from May7 2019 upto May 6 2024 subject to the approval of the Members of the Company andregulatory approvals if any.

Based on the notice received from a Member under Section 160 of the Act and therecommendation of the NRC the Board of Directors have approved the appointment of VijayChandok (DIN: 01545262) as a Director of the Company (in the category of ExecutiveDirector) with effect from the date of the Twenty-Fourth AGM subject to the approval ofthe Members at the ensuing AGM and regulatory approvals if any.

During the year Chanda Kochhar (DIN: 00043617) and Vishakha Mulye (DIN: 00203578)resigned from the Board of Directors of the Company with effect from October 5 2018.

As Shilpa Kumar (DIN: 02404667) would be taking up a senior level position at ICICIBank Limited the holding company of the Company she tendered her resignation as theManaging Director & CEO and also as a Director of the Company with effect from May 62019.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 of the Act and Regulation 16 of ListingRegulations which have been relied upon by the Company.

Based on the declarations received from the Independent Directors the Board is of theopinion that the Independent Directors fulfill the criteria of independence as specifiedin Listing Regulations and the Act and are independent of the Management.

All Independent Directors have given declarations that they have complied with the Codefor Independent Directors prescribed in Schedule IV of the Act and Code of Conduct andBusiness Ethics of the Company.

Retirement by rotation

In terms of Section 152 of the Act and the Articles of Association of the Company AjaySaraf (DIN: 00074885) Executive Director of the Company would retire by rotation at theensuing AGM and is eligible for re-appointment. Ajay Saraf (DIN: 00074885) has offeredhimself for re-appointment.

Brief details of the Directors proposed to be appointed/ re-appointed as required underRegulation 36 (3) of Listing Regulations are provided in the notice of the ensuing AGM.

BOARD AND COMMITTEES OF THE BOARD

The Company's Board is constituted in compliance with the Act and Listing Regulations.The Board of the Company at March 31 2019 consisted of eight Directors comprising offour Independent Directors two Non-executive Non-independent Additional Directors and twoExecutive Directors. Except the Managing Director & CEO and the Executive Directorall other Directors including the Chairman of the Board are Non-executive Directors. Thereis a clear segregation of responsibility and authority between the Directors and theexecutive management. The Managing Director & CEO and the Executive Director overseeimplementation of strategy achievement of the business plans and day-to-day operations.There is an appropriate mix of Executive Non-executive and Independent Directors. TheBoard has requisite number of women Directors. The Board functions either as a full Boardor through various Committees constituted to oversee specific areas. The Board has interalia constituted requisite mandatory Committees viz. Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee and Risk Management Committee. The constitution of theseCommittees is in compliance with the provisions of the Act and Listing Regulations.

The Board of Directors of the Company meets at regular intervals to discuss and decideon business policy and strategy apart from other business. The Board of Directors met 6times during FY2019 on April 14 2018 July 23 2018 October 19 2018 November 212018January 14 2019 and March 30 2019.

There were no inter-se relationships between any of the Directors of the Company.Further except Anup Bagchi (DIN: 00105962) Additional Director (Non-executiveNon-independent Director) who holds 1932 equity shares of the Company as on March 312019 none of the Non-executive Directors hold any equity shares or convertibleinstruments of the Company.

The names of the Directors their attendance at Board Meetings during the financialyear attendance at the last AGM and the number of other directorships and committeememberships held by them as at the end of FY2019 are set out in the following table:

Number of Board Meetings

Attendance at the last AGM held on August 30 2018

No. of Directorships in other Companies

Number of Committee Memberships (including this Company)#

Name of the Director Entitled to Attend Attended Public Companies Other Companies No. of Memberships held in Companies# No. of post of Chairperson held in Listed entities#@
Independent Directors
Vinod Kumar Dhall Chairman (DIN: 02591373)$ 6 5 Present 5 0 4 1
Ashvin parekh (DIN: 06559989) 6 6 Absent 2 0 3 2
Subrata Mukherji (DIN: 00057492) 6 6 Present 1 0 2 0
Vijayalakshmi Iyer (DIN: 05242960) 6 4 Present 9 0 8 4
Non-executive Non-Independent Directors
Chanda Kochhar (DIN: 00043617)* 2 0 Absent N.A. N.A. N.A. N.A.
Vishakha Mulye (DIN: 00203578)* 2 2 Present N.A. N.A. N.A. N.A.
Anup Bagchi (DIN: 00105962)" 4 3 N.A. (Not a Director as on the date of AGM) 5 0 2 0
Pramod Rao (DIN: 02218756)" 4 4 N.A. (Not a Director as on the date of AGM) 2 0 1 0
Executive Directors
Shilpa Kumar (DIN: 02404667) 6 6 Present 2 0 1 0
Ajay Saraf (DIN: 00074885) 6 6 Present 0 0 1 0

* Membership/Chairmanship of only Audit Committee and Stakeholders RelationshipCommittee has been considered.

@ For the purpose of computation of listed entities listed entities as per theMinistry of Corporate Affairs (MCA) Portal have been considered.

$ Participated in one meeting through video conference.

* Chanda Kochhar and Vishakha Mulye resigned from the Board of Directors of the Companyw.e.f. October 5 2018.

* Anup Bagchi and Pramod Rao have been appointed as Additional Directors (Non-executiveNon-independent Directors) on the Board of Directors of the Company w.e.f. October 112018.

Details of Directorships held in other listed entities by the Directors of the Companyas at the end of FY2019 and the Category of their Directorship are set out in thefollowing table:

Name of the Director Name of the Listed Entity@ Category
Independent Directors
Vinod Kumar Dhall Chairman (DIN: 02591373) 1. Schneider Electric Infrastructure Limited 1. Independent Director
2. Advani Hotels & Resorts (India) Limited 2. Independent Director
Ashvin parekh (DIN: 06559989) ICICI Lombard General Insurance Company Limited Independent Director
Subrata Mukherji (DIN: 00057492) Nil -
Vijayalakshmi Iyer (DIN: 05242960) 1. Religare Enterprises Limited 1. Independent Director
2. Indiabulls Ventures Limited 2. Independent Director
3. Magma Fincorp Limited 3. Independent Director
4. Aditya Birla Capital Limited 4. Independent Director
5. Arihant Superstructures Limited 5. Independent Director
Non-executive Non-Independent Directors
Anup Bagchi (DIN: 00105962) 1. ICICI Bank Limited 1. Executive Director
2. ICICI prudential Life Insurance Company Limited 2. Non-Executive Director
Pramod Rao (DIN: 02218756) Nil -
Executive Directors
Shilpa Kumar (DIN: 02404667) The Ugar Sugar Works Limited Non-Executive Director
Ajay Saraf (DIN: 00074885) Nil -

@ For the purpose of computation of listed entities listed entities as perthe Ministry of Corporate Affairs (MCA) Portal have been considered.

The number of committees (Audit Committee and Stakeholders Relationship Committee) ofpublic limited companies in which a Director is a member/chairman were within the limitsprovided under Listing Regulations for all the Directors of the Company. The number ofdirectorships of each Independent Director is also within the limits prescribed underListing Regulations.

Core skills/expertise/competencies of the Board of Directors

The Company has distinguished individuals on its Board of Directors with each of theDirectors having several years of vast experience and knowledge in various diversifiedfunctions viz. corporate banking and treasury planning project finance investmentbanking and institutional and retail stock broking competition law corporate affairsindustry economic regulation and finance business strategies institutionalstrengthening and business transformation Banking and Finance Corporate Law etc. TheBoard has a right blend of dynamism and experience.

The Independent Directors are members of the Board of Directors of various reputedcompanies and they provide their treasured inputs and guidance at the Meetings of theBoard which have been of immense help to the Company in pursuing strategic goals.

The Board is suitably equipped to understand the ever changing business dynamics of thestock broking distribution wealth management and investment banking sectors in which theCompany operates and ensures that appropriate strategies are articulated benefitting theCompany in the long run.

Separate Meeting of Independent Directors

During FY2019 a separate meeting of the Independent Directors was held on April 122018 which was chaired by Vinod Kumar Dhall (DIN: 02591373) Independent Director.

The terms of reference of the mandatory Committees constituted by the Board theircomposition and attendance of the respective members at the various Committee Meetingsheld during FY2019 are set out below:

Audit Committee Terms of Reference

(a) To oversee the financial statements the Company's financial reporting process anddisclosure of its financial information to ensure that its financial statements arecorrect sufficient and credible;

(b) To oversee the procedures and processes established to attend issues relating tomaintenance of books of account administration procedures transactions and other mattershaving a bearing on the financial position of the Company whether raised by the auditorsor by any other person;

(c) To review with the management the quarterly financial statements and thecertificate in respect of internal controls over financial reporting as per therequirements of the Sarbanes Oxley Act 2002 before submission to the Board for approval;

(d) To review with the management the quarterly half-yearly and annual financialstatements and auditors' report thereon before submission to the Board for approval withparticular reference to:

i. Changes in accounting policies and practices and reasons for the same;

ii. Major accounting entries based on the exercise of prudent judgment and estimates bymanagement;

iii. Modified opinion(s) in the draft audit report;

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

v. Compliance with listing and other legal requirements relating to financialstatements;

vi. To review the management discussion and analysis of financial condition and resultsof operations;

vii. Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report in terms of clause (c) of sub-section 3 of Section 134 ofthe Act;

viii. Any related party transactions i.e. transactions of the Company of materialnature with promoter or the management their subsidiaries or relatives etc. that mayhave a potential conflict with the interests of the Company at large; and

ix. To approve any subsequent modification of transactions of the Company with relatedparties provided that the Committee may grant omnibus approval for related partytransactions proposed to be entered into by the Company subject to such conditions as maybe prescribed;

(e) To recommend to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and/or branch auditor and the fixation ofaudit fee;

(f) To approve the payment to statutory auditors for any other services rendered by thestatutory auditors;

(g) To review and monitoring with the management performance of statutory auditor'sthe auditor's independence and effectiveness of audit process;

(h) To discuss with the statutory auditors before the audit commences about the natureand scope of audit as well as post audit discussion to ascertain any area of concern;

(i) To call for comments of the auditors about internal control systems the scope ofaudit including the observations of the auditors and review of the financial statementsbefore their submission to the Board and also to discuss any related issues with theinternal and statutory auditors and management of the Company;

(j) To recommend to the Board the appointment re-appointment and if required thereplacement or removal of the internal auditors/concurrent auditors/special auditors andthe fixation of their remuneration;

(k) To review with the management performance of internal auditors;

(l) To review the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

(m) To set up procedures and processes to address all concerns relating to the adequacyof checks and control mechanism;

(n) To review the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure internal controlsystems of a material nature and reporting the matter to the Board;

(o) To review with the management the adequacy of internal control systems;

(p) To monitor the compliance function and the Company's risk profile in respect ofcompliance with external laws and regulations and internal policies;

(q) To review reports on (o) and (p) above and on proactive compliance activities aimedat increasing the Company's ability to meet its legal and ethical obligations onidentified weaknesses lapses breaches or violations and the controls and other measurein place to help detect and address the same;

(r) To evaluate internal financial controls and risk management systems;

(s) To report any significant findings [including Audit Issue Rectification Index(AIRI)] to the Risk Management Committee of the Company on a quarterly basis;

(t) To discuss with the internal auditors of any significant finding and follow upthereon;

(u) To review the following matters:

i. penal action taken against the Company under various laws and statutes;

ii. Reports of inspection by regulatory authorities viz. SEBI BSE NSE IRDA pFRDAAMFI;

iii. Follow-up action on the inspection reports;

iv. Compliance with the inspection reports of regulatory authorities;

v. Accountability for unsatisfactory compliance with inspection reports delay incompliance and non-rectification of deficiencies;

(v) To reviewing the following matters:

i. Reports of the audits conducted by the statutory auditors and their periodicity andscheduling;

ii. Compliance with the observations of the statutory auditors;

(w) To review the following matters:

i. Reports of the different types of audits conducted by the internal auditors andtheir periodicity and scheduling;

ii. Follow-up action on the audit reports particularly concerning unsatisfactory areasof operations;

iii. Compliance with the observations of the internal auditors;

iv. Omissions on the part of the auditing team to detect serious irregularities;

(x) To approve compliance programmes review their effectiveness on a regular basis andreview material compliance issues or matters;

(y) To review the Anti-Money Laundering (AML)/ Counter-Financing of Terrorism (CFT)policy annually and review the implementation of the Company's AML/CFT programme;

(z) To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) and lookinginto substantial delays in the payment to creditors;

(aa) To review the functioning of the whistle blower mechanism or other confidentialmechanisms for employees to report ethical and compliance concerns with breaches orviolations;

(ab) To investigate any activity within its terms of reference;

(ac) To seek information from any employee; to obtain outside legal or otherprofessional advice; and to secure attendance of outsiders with relevant expertise if itconsiders necessary;

(ad) To establish procedures for:

i. the receipt retention and treatment of complaints received regarding accountinginternal accounting controls or auditing matters; and

ii. the confidential anonymous submission by employees regarding questionableaccounting or auditing matters;

(ae) To engage without seeking Board approval independent counsel and other advisorsas it determines necessary to carry out its duties;

(af) To formulate/amend code of ethics and governance insider trading code and whistleblower policy;

(ag) To scrutinise inter-corporate loans and investments;

(ah) To review to the extent possible with the management the statement ofdeviations specifically the quarterly statement of deviation submitted to the stockexchanges under Regulation 32 (1) and the annual statement of funds utilised for thepurposes other than those stated in the offer documents under Regulation 32 (7) of theListing Regulations;

(ai) To undertake valuation of undertakings or assets of the Company wherever it isnecessary;

(aj) To investigate into any matter in relation to the terms of reference of the AuditCommittee or referred to it by the Board and for this purpose to obtain professionaladvice from external sources and have full access to information contained in the recordsof the Company;

(ak) To carry out any other function if any as is mentioned in the terms of referenceof the Audit Committee and any other terms of reference as may be decided by the Boardand/or specified/provided under the Act or the Listing Regulations and other applicablelaw;

(al) Approval of the appointment of the chief financial officer or any other personheading the finance function or discharging that function after assessing thequalifications experience and background etc. of the candidate;

(am) Reviewing of the housekeeping note; and

(an) To review the utilization of loans and/or advances from/investment by the holdingcompany in the subsidiary exceeding र10 billion or 10% of the asset size of thesubsidiary whichever is lower including existing loans/advances/investments.

Composition

During FY2019 the composition of the Audit Committee was in compliance with theprovisions of Section 177 (2) other applicable provisions of the Act and ListingRegulations. The re-constitution of Audit Committee during FY2019 is as under:

• Re-constitution by the Board of Directors vide circular resolution dated October11 2018 by inducting Pramod Rao (DIN: 02218756) as a Member in place of Vishakha Mulye(DIN: 00203578).

• Re-constitution by the Board of Directors in its meeting held on October 192018 by inducting Vijayalakshmi Iyer (DIN: 05242960) as a Member in place of Vinod KumarDhall (DIN: 02591373) and by appointing Ashvin Parekh (DIN: 06559989) as the Chairman ofthe Audit Committee.

As at the end of FY2019 the Audit Committee comprised of following as it members:

• Ashvin Parekh (DIN: 06559989) Independent

Director (Chairman);

• Subrata Mukherji (DIN: 00057492) Independent Director;

• Vijayalakshmi Iyer (DIN: 05242960) Independent Director; and

• Pramod Rao (DIN: 02218756) Non-executive

Non-independent Additional Director.

During FY2019 six meetings of the Audit Committee were held on April 12 2018 April14 2018 July 23 2018 October 19 2018 January 14 2019 and March 27 2019. Thedetails of the attendance at the meetings are set out in the following table:

Name of the Director Number of Meetings held during the tenure of the Director Number of Meetings attended
Ashvin Parekh (Chairman) 6 6
Vinod Kumar Dhall1 4 3
Subrata Mukherji 6 6
Vishakha Mulye1 3 2
Vijayalakshmi Iyer2 2 2
Pramod Rao2 3 3

1 Vishakha Mulye and Vinod Kumar Dhall ceased to be Members of the Committeew.e.f. October 5 2078 and October 19 2078 respectively.

2 Pramod Rao and Vijayalakshmi Iyer were appointed as the Members of theCommittee w.e.f. October 77 2078 and October 79 2078 respectively.

Nomination & Remuneration Committee Terms of Reference

(a) To submit recommendations to the Board with regard to:-

i. Filling up of vacancies in the Board that might occur from time to time andappointment of additional non whole-time Directors. In making these recommendations theCommittee shall take into account the provisions of the Articles of Association and thespecial professional skills required for efficient discharge of the Board's functions;

ii. Directors liable to retire by rotation;

iii. Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal;

"Senior Management" shall mean officers/ personnel of the listed entity whoare members of its core management team excluding board of directors and normally thisshall comprise all members of management one level below the Chief ExecutiveOfficer/Managing Director/ Whole Time Director/Manager (including Chief ExecutiveOfficer/Manager in case they are not part of the board) and shall specifically includeCompany Secretary and the Chief Financial Officer;

(b) To evaluate the performance of the whole-time Directors of the Company;

(c) To evaluate the performance of the Board the individual Members of the Board andthe Committees of the Board on certain pre-determined parameters as may be laid down bythe Board as part of a self-evaluation process or get such performance evaluation done byan independent external agency and review its implementation and compliance;

(d) To determine and recommend to the Board from time to time all remuneration inwhatever form including performance or achievement bonus Long Term Incentives andperquisites payable to the whole-time Directors and the senior management of the Company;

(e) i. To approve the policy for and quantum of variable pay payable to the employeesof the Company;

ii. To recommend to the Board a policy relating to the remuneration for the directorskey managerial personnel and other employees;

(f) To formulate code of ethics and governance;

(g) To recommend to the Board Governance Remuneration and Nomination Committee ofICICI Bank Limited (BGNRC of ICICI Bank) for its recommendation to the Board of ICICI Bankfor the grant of Employee Stock Options of ICICI Bank to the whole-time Directors of theCompany;

(h) To formulate the criteria for determining qualifications positive attributes andindependence of a director;

(i) To formulate the criteria for evaluation of performance of independent directorsand the board of directors and to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors;

(j) To determine and recommend to the Board from time to time the amount of commissionand fees payable to the Directors within the applicable provisions of the Companies Act2013 and other applicable statutes if any;

(k) To devise a policy on diversity of the Board;

(l) Performing such functions as are required to be performed by the Committee underthe Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014 as amended from time to time; and

(m) Performing such other activities as may be delegated 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 orby any other regulatory authority.

Composition

During FY2019 the composition of the Nomination & Remuneration Committee ('NRC')was in compliance with the provisions of Section 178 other applicable provisions of theAct and Listing Regulations. The re-constitution of NRC during FY2019 is as under:

• Re-constitution by the Board vide circular resolution dated October 11 2018 byinducting Anup Bagchi (DIN: 00105962) as a Member in place of Chanda Kochhar (DIN:00043617).

• Re-constitution by the Board of Directors in its meeting held on October 192018 by appointing Ashvin Parekh (DIN: 06559989) as the Chairman of the Committee in placeof Vinod Kumar Dhall (DIN: 02591373).

As at the end of FY2019 NRC comprised of following as its members:

• Ashvin parekh (DIN: 06559989) Independent Director (Chairman);

• Vinod Kumar Dhall (DIN: 02591373) Independent Director; and

• Anup Bagchi (DIN: 00105962) Non-executive Non-independent Additional Director.

During FY2019 four meetings of NRC were held on April 12 2018 July 23 2018 October19 2018 and March 30 2019. The details of the attendance at the meetings are set out inthe following table:

Name of the Director Number of Meetings held during the tenure of the Director Number of Meetings attended
Ashvin Parekh (Chairman) 4 4
Vinod Kumar Dhall$ 4 4
Chanda Kochhar1 2 1
Anup Bagchi2 2 1

$ Participated in one meeting through video conference.

1 Chanda Kochhar ceased to be a Member of the Committee w.e.f. October 5 2018.

2 Anup Bagchi was appointed as a Member of the Committee w.e.f. October 11 2018.

Corporate Social Responsibility Committee

Terms of Reference

a. To formulate and recommend to the Board the corporate social responsibility policywhich shall indicate the activities to be undertaken by the Company as specified inSchedule VII of the Act;

b. To review proposals approve and recommend the amount of expenditure which shall beincurred on the activities indicated in the corporate social responsibility policy;

c. To identify corporate social responsibility policy partners and corporate socialresponsibility policy programmes;

d. To recommend the amount of corporate social responsibility policy expenditure forthe corporate social responsibility activities and the distribution of the same to variouscorporate social responsibility programmes undertaken by our Company;

e. To monitor the implementation of Corporate Social Responsibility policy of theCompany and issuing necessary directions as required for proper implementation and timelycompletion of corporate social responsibility programmes;

f. To delegate responsibilities to the corporate social responsibility team andsupervise proper execution of all delegated responsibilities; and

g. perform such other duties and functions as the Board may require the corporatesocial responsibility committee to undertake to promote the corporate socialresponsibility activities of our Company.

Composition

During FY2019 the composition of the Corporate Social Responsibility ('CSR') Committeeof the Company was in compliance with Section 135 and other applicable provisions of theAct.

As at the end of FY2019 the CSR Committee of the Company comprised of following as itsmembers:

• Vinod Kumar Dhall (DIN: 02591373) Independent Director (Chairman);

• Shilpa Kumar (DIN: 02404667) Managing Director & CEO;and

• Ajay Saraf (DIN: 00074885) Executive Director.

During FY2019 there was no change in the constitution of the CSR Committee.

During FY2019 three meetings of CSR Committee were held on April 12 2018 July 232018 and October 19 2018. The details of the attendance at the meetings are set out inthe following table:

Name of the Director Number of Meetings held during the tenure of the Director Number of Meetings attended
Vinod Kumar Dhall (Chairman) 3 3
Shilpa Kumar 3 3
Ajay Saraf 3 2

Details about the policy developed and implemented by the Company on corporate socialresponsibility and initiatives taken during the year are given in Annexure F enclosedto this report.

Stakeholders Relationship Committee Terms of Reference

(a) Resolving the grievances of the security holders of the listed entity includingcomplaints related to transfer/transmission of shares non-receipt of annual reportnon-receipt of declared dividends issue of new/duplicate certificates general meetingsetc.;

(b) Allotment of shares approval of transfer or transmission of shares debentures orany other securities;

(c) Investigating complaints relating to allotment of shares approval of transfer ortransmission of shares debentures or any other securities;

(d) Issue of duplicate certificates and new certificates onsplit/consolidation/renewal;

(e) Review of measures taken for effective exercise of voting rights by shareholders;

(f) Review of adherence to the service standards adopted by the listed entity inrespect of various services being rendered by the Registrar & Share Transfer Agent;

(g) Review of various measures and initiatives taken by the listed entity for reducingthe quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annualreports/statutory notices by the shareholders of the company; and

(h) Carrying out any other function as may be decided by the Board or prescribed underthe Companies Act 2013 the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 as amended or any other applicable law.

Composition

During FY2019 the composition of the Stakeholders Relationship Committee ('SRC') ofthe Company was in compliance with Section 178 (5) other applicable provisions of the Actand Listing Regulations.

As at the end of FY2019 the SRC of the Company comprised of following as its members:

• Vijayalakshmi Iyer (DIN: 05242960) Independent Director (Chairperson);

• Shilpa Kumar (DIN: 02404667) Managing Director & CEO;and

• Ajay Saraf (DIN: 00074885) Executive Director.

During FY2019 there was no change in the constitution of SRC.

During FY2019 three meetings of SRC were held on July 17 2018 October 11 2018 andJanuary 11 2019. The details of the attendance at the meetings are set out in thefollowing table:

Name of the Director Number of Meetings held during the tenure of the Director Number of Meetings attended
Vijayalakshmi Iyer (Chairperson) 3 3
Shilpa Kumar 3 3
Ajay Saraf 3 3

Raju Nanwani Senior Vice President & Company Secretary is the Compliance Officerof the Company pursuant to the requirements of Listing Regulations.

The SCORES website of SEBI for redressal of grievances of the investors is beingvisited at regular intervals by the officials of the Company. The Company had received 13complaints from the shareholders during FY2019. As at the end of FY 2019 no complaintswere pending.

Risk Management Committee Terms of Reference

(a) To approve risk management policies in respect of the following:

i. Market Risk

ii. Credit Risk

iii. Operations Risk

iv. Fraud Risk

v. Information Technology Risk

vi. Information Security and Cyber Security Risk

vii. Liquidity Risk and

viii. Surveillance Policy.

(b) To analyze and monitor various product limits as well as the credit and marketrisks associated with the different business activities of the Company;

(c) To assess the risk of investments in securities undertaken by the proprietary deskof the Company;

(d) To analyze and monitor various products/processes/ policies of the Company from theoperational risk perspective as well and suggest risk controls to ensure that the residualrisk of various business activities undertaken is within tolerable limits;

(e) To review various risk management policies periodically;

(f) To monitor the implementation of various risk management policies;

(g) To review the macro economic changes global emerging trends and regulatorychanges/ requirements trends in operational risks so that the Company is positioned toface the changes in the external environment and internal developments;

(h) To review Internal Capital Adequacy Assessment process (ICAAp);

(i) Approval and review of business continuity plan and disaster recovery plan;

(j) To review the operational loss data; and

(k) To ensure that all ongoing outsourcing decisions taken by the Company and theactivities undertaken by the third-party are in accordance with the Outsourcing policy ofthe Company.

Composition

In compliance with the provisions of Regulation 21 of Listing Regulations which becameapplicable to the Company w.e.f. April 1 2019 the Company had a duly constituted RiskManagement Committee ('RMC') comprising the following as its members as at the end ofFY2019:

• Vijayalakshmi Iyer (DIN: 05242960) Independent Director (Chairperson);

• Shilpa Kumar (DIN: 02404667) Managing Director & CEO;

• Ajay Saraf (DIN: 00074885) Executive Director;

• Ripujit Chaudhuri Head-Risk; and

• Harvinder Jaspal Chief Financial Officer.

PERFORMANCE EVALUATION OF THE BOARD COMMITTEES AND DIRECTORS

The Company has in place an evaluation framework for evaluation of the Board Directorsand Chairman.

The Board also carries out an evaluation of the working of the Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee and CorporateSocial Responsibility Committee. The evaluation of the Committees is based on theassessment of the compliance with the terms of reference of the Committees.

The evaluations for the Directors and the Board were done through circulation ofquestionnaires for evaluation of the performance of the Board the Committees of the Boardand the individual members of the Board which assessed the performance of the Board onselected parameters related to roles responsibilities and obligations of the Board andfunctioning of the Committees including assessing the quality quantity and timeliness offlow of information between the Company management and the Board that was necessary forthe Board to effectively and reasonably perform their duties. The evaluation criteria forthe Directors (including Independent Directors) was based on their participationcontribution and offering guidance to and understanding of the areas that were relevant tothem in their capacity as members of the Board.

With respect to the Whole-time Directors the NRC has oversight over payment ofcompensation. The NRC defines key performance indicators ('KPIs') for Whole-time Directorsand the organisational performance norms. The KpIs include both quantitative andqualitative aspects. The NRC assesses organisational performance as well as the individualperformance of Whole-time Directors.

POLICY/CRITERIA FOR DIRECTORS' APPOINTMENT

The Company with the approval of its NRC has put in place a policy on Directors'appointment and remuneration including the criteria for determining qualificationspositive attributes and independence of a Director. The NRC would evaluate the compositionof the Board and vacancies arising in the Board from time to time. The NRC as and whenrequired while recommending candidature of a Director would consider the requisitespecial knowledge or expertise possessed by the candidate. The NRC would assess the fitand proper credentials of the candidate. The NRC would also evaluate the prospectivecandidate for the position of Director from the perspective of the criteria forindependence prescribed under the Act. The NRC based on the above assessment will makesuitable recommendations on the appointment of Directors to the Board. The NRC evaluatesthe performance of the Executive Directors of the Company on an annual basis.

Remuneration policy for non-Executive Directors

The remuneration payable to non-executive/independent Directors ('NEDs') of ICICI BankLimited is governed by the provisions of Banking Regulation Act 1949 RBI guidelinesissued from time to time and the provisions of the Act and its applicable rules to theextent it is not inconsistent with the provisions of the Banking Regulation Act 1949/RBIguidelines. The Company being a subsidiary of ICICI Bank Limited has adopted practiceson these lines with respect to remuneration payable to non-executive/ independentDirectors of the Company.

Considering the above the permitted modes of remuneration for the NEDs would besitting fee for attending each meeting of the Committee/Board as approved by the Boardfrom time to time and profit related commission within the limits as provided under theAct and related rules thereunder.

All the non-executive Directors/independent Directors would be entitled toreimbursement of expenses for attending Board/Committee meetings official visits andparticipation in various forums on behalf of the Company.

Profit related Commission

The NEDs would be entitled for profit related commission in compliance with theprovisions of the Act (as amended from time to time) and other applicable law.

Disclosure

The Company would make the requisite disclosure on remuneration paid to NEDs in theAnnual Financial Statements.

Review

The Policy would be reviewed annually by the NRC.

COMPENSATION POLICY FOR THE WHOLE-TIME DIRECTORS AND KEY MANAGERIAL PERSONNEL AS WELLAS OTHER EMPLOYEES

Section 178 of the Act lays down requirement for the NRC to recommend to the Board apolicy relating to the remuneration for the Directors key managerial personnel and otheremployees.

The Act prescribes that the NRC shall while formulating the policy ensure that:

a) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;

b) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

c) Remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and longterm performanceobjectives appropriate to the working of the Company and its goals.

In the above context the Company's Compensation Policy was approved by the NRC andsubsequently by the Board at its meeting held at April 17 2015 and amended from time totime.

The Company has historically followed prudent compensation practices under the guidanceof the NRC.

The Company's approach to compensation is intended to drive meritocracy within theframework of prudent fiscal management.

The Compensation Policy is available on the website of the Company under the linkhttps://www.icicisecurities. com/CMT/UPLOAD/ArticleAttachments/Compensation_ Policy.pdf

Key features and objectives of Compensation Policy

The Compensation Policy of the Company is applicable for the Whole-time Directors andKey Managerial Personnel as well as other employees and covers all employees of theCompany.

The Nomination & Remuneration Committee ('NRC' or 'the Committee') has oversightover compensation. The Committee defines Key Performance Indicators ('KPIs') for theOrganisation based on the financial and strategic plan approved by the Board. The KPIsinclude both quantitative and qualitative aspects.

The NRC assesses organizational performance as well as the individual performance ofWhole-time Directors. Based on its assessment it makes recommendations to the Boardregarding fixed pay and variable pay for Whole-time Directors and bonus and long termincentive plan (LTIP) for employees including senior management and key managementpersonnel. Eligible employees are covered under the ICICI Bank's Employee Stock OptionScheme (ESOS) and/or under ICICI Securities Limited-Employees Stock Option Scheme-2017 asgoverned by respective Scheme details.

The Company follows a philosophy of meritocracy which is the relative differentiationof employees based on performance delivered. The design of the variable pay is linked toindividual employee's performance rating which is arrived at basis assessment ofperformance delivered against a set of pre-defined performance objectives. Theseobjectives are a balanced mix of financial customer process and compliance relatedobjectives.

To ensure effective alignment of compensation with prudent risk parameters the Companywill take into account various risk parameters along with other pre-defined performanceobjectives of the Company.

Acts of gross negligence and integrity breach and reasonable evidence of deteriorationin financial performance shall be covered under the purview of the Compensation policy.

The deferred part of the performance bonus (variable pay) will be subject to malusunder which the Company will prevent vesting of all or part of the variable pay in theevent of an enquiry determining gross negligence or integrity breach.

Changes in the Compensation Policy during FY2019

a) The Board of Directors reviewed the Company's Compensation policy for the Whole-timeDirectors Key Managerial personnel and other employees at its meeting held on April 142018 and the following additions were made:

1. Employees eligible for stock options may be granted options under ICICI SecuritiesLimited-Employees Stock Option Scheme-2017 ("the Scheme") as may be recommendedand approved by NRC & the Board of ICICI Securities Limited.

2. Specific criteria for employee stock option grants may include organisationperformance individual performance potential assessment vintage and any other relevantparameters.

3. The vesting schedule of the stock options will be governed as per the Scheme.

b) No changes were proposed to be made in the remuneration policy for the Non-executiveDirectors of the Company during FY2019.

PECUNIARY RELATIONSHIP OF THE NEDS WITH THE COMPANY

Apart from receiving sitting fees for attending Board and Committee meetings and profitrelated commissions by the Non-executive Directors of the Company there is no pecuniaryrelationship of the Non-executive Directors with the Company.

DETAILS OF REMUNERATION PAID TO WHOLE-TIME DIRECTORS DURING FY2019

Details of Remuneration (र)

Particulars Shilpa Kumar
Basic 12698400/-
Performance bonus1 9976907/-
Allowances2 16612404/-
Perquisites Please refer to Note below
Contribution to provident fund 1523808/-
Contribution to superannuation fund -
Contribution to gratuity fund 1057777/-
Stock options (Numbers)
FY20193-ICICI Bank Limited 242500
FY201 94-ICICI Securities Limited 122800
FY20183-ICICI Bank Limited## 365750

1 In the event the quantum of bonus exceeds 50% of total fixed pay 60% of thebonus is paid upfront and balance 400% is deferred to be paid equally over thenext three years in accordance with the compensation policy. The bonus amount paid inFY2019 includes the deferred portion of bonus approved in earlier years. The comparablebonus amount paid in FY2018 was र3194771/-.

2 Allowances include house rent allowance running and maintenance expenses ofcar (including fuel repairs and maintenance insurance driver's salary) leave travelallowance personal pay medical reimbursement of र15000/- per annum.

3 Stock Options granted by ICICI Bank Limited under ICICI Bank Employee StockOption Scheme 2000 vesting over three years in proportions of 30% 30% and 40%. Thesegrants pertain to FY2018 and FY2017 made during FY2019 and FY 2018 respectively.

4 Stock Options granted by ICICI Securities Limited under ICICI SecuritiesLimited-Employees Stock Option Scheme-2017 vesting over three years in proportions of30% 30% and 40%. This grant pertains to FY2018 made during FY2019.

** Pursuant to the issuance of bonus shares by ICICI Bank Limited on June 24 2017 theshare-linked instruments have been adjusted with increase of one option for every 10outstanding options. Consequently the post adjustment figure for 332500 share-linkedinstruments of ICICI Bank Limited which were granted by ICICI Bank Limited during FY2018is365750.

Note: Perquisites include car provided by Company in line with group benefits policyone time soft furnishing allowance of upto र1.8 million for a period of five yearstelephone and internet usage at residence or reimbursement of expenses in lieu thereofmembership of one club group llfe insurance cover of र12.5 miillon personal accidentinsurance cover of र45.0 miillon medical insurance for hospitalisation coverage forself and dependents of र0.4 miillon per annum and domiciliary medical expenses for selfand dependents of र0.075 miillon of which र0.015 miillon is included in theallowances leave as per Company policy and children's scholarship as per employeeschildren scholarship scheme of the Company and interest subsidy at 5% per annum forhousing loan.

Details of Remuneration (र)

Particulars Ajay Saraf
Basic 9860400/-
Performance bonus1 9362399/-
Allowances2 12068952/-
Perquisites Please refer to note below
Contribution to provident fund 1183248/-
Contribution to superannuation fund -
Contribution to gratuity fund 821376/-
Stock options (Numbers)
FY20193-ICICI Bank Limited 106400
FY201 94-ICICI Securities Limited 53900
FY20 1 83-ICICI Bank Limited## 160380
FY20173-ICICI Bank Limited## 177650

1 In the event the quantum of bonus exceeds 50% of total fixed pay 60% of thebonus is paid upfront and balance 40% is deferred to be paid equally over the next threeyears in accordance with the compensation policy. The bonus amount paid in FY2019 includesthe deferred portion of bonus approved in earlier years. The comparable bonus amount paidin FY2018 was र6975300/-.

2 Allowances include house rent allowance running and maintenance expenses ofcar (including fuel repairs and maintenance insurance driver's salary) leave travelallowance personal pay medical reimbursement of र15000/- per annum.

3 Stock Options granted by ICICI Bank Limited under ICICI Bank Employee StockOption Scheme 2000 vesting over three years in proportions of 30% 30% and 40%. Thesegrants pertain to FY2018 FY2017 and FY2016 made during FY2019 FY2018 and FY2017respectively.

4 Stock Options granted by ICICI Securities Limited under ICICI SecuritiesLimited-Employees Stock Option Scheme-2017 vesting over three years in proportions of30% 30% and 40%. This grant pertains to FY2018 made during FY2019.

## Pursuant to the issuance of bonus shares by ICICI Bank Limited on June 24 2017 theshare-linked instruments have been adjusted with increase of one option for every 10outstanding options. Consequently the post adjustment figures of 145800 and 161500share-linked instruments of ICICI Bank Limited granted by ICICI Bank Limited during FY2018and FY2017 respectively are 160380 and 177650.

Note: Perquisites include car provided by Company in line with group benefits policymembership of one club group life insurance cover of र12.5 million personal accidentinsurance cover of र36 miillon medical insurance for hospitalisation coverage for selfand dependents of र0.4 million per annum and domiciilary medical expenses for self anddependents of र0.075 million of which र0.015 miillon is included in the allowancesleave as per Company pollcy and children's scholarship as per employees childrenscholarship scheme of the Company.

DETAILS OF REMUNERATION PAID TO NON-EXECUTIVE DIRECTORS

As per the provisions of Section 197 of the Act the fees payable to a Non-executiveDirector for attending a Meeting of the Board or Committee thereof are decided by theBoard of Directors from time to time within the limits prescribed by the Act and the rulesthereunder.

The Board of Directors have approved the payment of र100000/- as sitting fees foreach Meeting attended of the Board र50000/- as sitting fees for each Meeting attendedof the Audit Committee and र30000/- as sitting fees for each Meeting attended of otherCommittees of the Board.

Information on the total sitting fees paid to each Non-executive Director during FY2019for attending meetings of the Board and its Committees is set out in the following table:

Name of the Director Amount (र)
Vinod Kumar Dhall (DIN: 02591373) 860000/-
Ashvin parekh (DIN: 06559989) 1110000/-
Subrata Mukherji (DIN: 00057492) 900000/-
Vijayalakshmi Iyer (DIN: 05242960) 620000/-

As per the remuneration framework of the Company for the Non-executive Directors theBoard approved the payment of profit related commission to the Independent Directors.

Accordingly the profit related commission paid to the Independent Directors duringFY2019 for their tenure during FY2018 is as under:

Name of the Director Amount (र)
Vinod Kumar Dhall (DIN: 02591373) 750000/-
Ashvin parekh (DIN: 06559989) 750000/-
Subrata Mukherji (DIN: 00057492) 252740/-
Vijayalakshmi Iyer (DIN: 05242960) 252740/-

Disclosures required with respect to Section 197 (12) of the Act

The ratio of remuneration of each Director to the median employee's remuneration andsuch other details in terms of Section 197 (12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial personnel) Rules 2014 are providedbelow:

(i) The ratio of the remuneration of each director to the median fixed pay of theemployees of the Company for the financial year:

The ratio of remuneration for the Whole-time directors is as under:

Shilpa Kumar Managing Director & CEO = 71:1

Ajay Saraf Executive Director = 53:1

The ratio of remuneration for the Independent Directors is as under:

Vinod Kumar Dhall Chairman and Independent Director = 3.6:1

Ashvin Parekh Independent Director = 4.1:1

Subrata Mukherji Independent Director = 2.6:1 Vijayalakshmi Iyer Independent Director= 1.9:1

Non-executive Non-independent Directors do not draw any remuneration from the Company.

(ii) The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear:

The percentage increase in remuneration of Whole-time Directors Chief FinancialOfficer and Company Secretary ranged between 8% and 18%.

(iii) The percentage increase in the median remuneration of employees who are partof the annual review plan in the financial year:

The percentage increase in the median remuneration of employees who were part of theannual review plan in the financial year was around 8%.

(iv) The number of permanent employees on the rolls of company:

Employee headcount at March 312019 was 4051.

(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 average percentage increase in the salaries of total employees other than the KeyManagerial personnel for FY2019 was around 9% while the increase in the remuneration ofthe Key Managerial personnel was in the range of 8% to 18%.

(vi) Affirmation that the remuneration is as per the remuneration policy of thecompany:

Yes

(vii) Details of Top 10 Employees as per Rule 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014:

The statement containing the particulars of employees as required under Section 197(12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration)Rules 2014 is set out in an Annexure and forms part of this report. In terms of Section136 (1) of the Act the report and the accounts are being sent to the members excludingthe aforesaid Annexure. Any member interested in obtaining a copy of the Annexure maywrite to the Company Secretary at the registered address of the Company.

GENERAL BODY MEETINGS

a) Annual General Meetings:

The details of General Body Meetings held in the last three years and the specialresolutions passed thereat are given below:

General Body Meeting Day Date and Time Venue Special Resolution(s) passed
Twenty-Third AGM Thursday August 30 2018 at 02.30 p.m. Rama & Sundri Watumull • Auditorium Kishinchand Chellaram College Vidyasagar principal K. Ratification and approval of the Employees Stock Option Scheme-2017 for eligible employees of the Company and grant of options.
• M. Kundnani Chowk 124 Dinshaw Wachha Road Churchgate Mumbai-400 020 Ratification and approval of the Employees Stock Option Scheme-2017 for eligible employees of the Subsidiaries of the Company and grant of options.
Ratification and approval of the Employees Stock Option Scheme-2017 for eligible employees of the Holding Company of the Company and grant of options.
Twenty-Second AGM Friday June 9 2017 at 11.30 a.m. • ICICI Centre H. T. parekh Marg Churchgate Mumbai-400 020 No Special Resolution was passed.
Twenty-First AGM Thursday August 25 2016 at 4.00 p.m. ICICI Centre H. T. parekh Marg Churchgate Mumbai-400 020 No Special Resolution was passed.

b) Special Resolution passed through Postal Ballot during the year under review:

During FY2019 special resolution was passed through postal ballot (includingelectronic voting) process on December 26 2018 for continuation of directorship of VinodKumar Dhall (DIN: 02591373) as an Independent Director of the Company.

The Company followed the procedure as prescribed under the Companies (Management andAdministration) Rules 2014 as amended the Secretarial Standard 2 issued by theInstitute of Company Secretaries of India and Regulation 44 of Listing Regulations andother applicable laws and regulations. The Members were provided the facility to casttheir votes through electronic voting (e-voting) or through postal ballot.

The Board of Directors of the Company appointed Dholakia & Associates LLppractising Company Secretaries as the Scrutiniser for conducting the postal ballot votingprocess. Bhumitra V. Dholakia Designated partner of Dholakia & Associates LLp actedas the Scrutiniser and submitted his report after completion of the scrutiny of the postalballots (including e-voting).

Considering the combined results of the postal Ballot via postal ballot forms ande-voting facility the resolution was approved on December 26 2018.

The results were declared on December 28 2018 and communicated to the Stock Exchangesand displayed on the Company's website at https://www.icicisecurities.com/CMT/UpLOAD/ArticleAttachments/Submissionofvotingresults.pdf. The details of the voting pattern are asunder:

Total No. of Equity Shares (1) 322141400
No. of Votes polled (2) 285273182
% of Votes polled on Outstanding shares (3) = [(2)/(1)]*100 88.5553
No. of Votes in Favour (4) 285252288
No. of Votes Against (5) 20894
% of Votes in favour on Votes polled (6) = [(4)/(2)]*100 99.9927
% of Votes Against on Votes polled (7) = [(5)/(2)]*100 0.0073

Whether any Special Resolution is proposed to be conducted through Postal Ballot:

Till the date of this report the Company does not intend or propose to pass anySpecial Resolution through postal ballot.

STATUTORY AUDITORS

At the AGM held at June 9 2017 the Members approved the appointment of B S R &Co. LLp Chartered Accountants as the Statutory Auditors for a period of five years tohold office from the conclusion of the Twenty-Second AGM till the conclusion of theTwenty-Seventh AGM subject to the ratification by the Members at every AGM. pursuant tothe amendment in Section 139 of the Act vide Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement relating to ratification of appointment of StatutoryAuditors by the Members of the Company at every AGM has been dispensed with.

Accordingly on recommendation of the Audit Committee the Board has proposed todispense with the requirement of annual ratification of appointment of B S R & Co. LLpas the Statutory Auditors of the Company subject to approval of the Members at theensuing AGM. The said proposal is accordingly proposed in the Notice of the ensuing AGM ofthe Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 the Company has appointed M/s. MakarandM. Joshi & Co. practicing Company Secretaries as the Secretarial Auditor of theCompany to undertake the Secretarial Audit of the Company for FY2019. The SecretarialAudit Report is given in Annexure G enclosed to this report.

There are no adverse observations in the secretarial audit report. The auditors haveonly commented about non-updation of certain KYC details on CKYC Registry. The Company hadreported the challenges in uploading the KYC details of existing clients on-boarded priorto CKYC requirements came into effect to the Board and SEBI from time to time.

DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

The Central Government has not prescribed the maintenance of cost records under Section148 (1) of the Act for the services rendered by the Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and outgo required under Section 134 (3) (m) ofthe Act read with Rule 8 (3) of the Companies (Accounts) Rules 2014 are as under:

र millions
FY2018 FY2019
Earnings 279.7 131.8
Outgo 464.9 621.5

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of business activities of the Company the information relatingto conservation of energy and technology absorption as required under Section 134 (3) (m)of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 is not required to begiven. The Company has however used information technology extensively in itsoperations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments between the end of the year under reviewand the date of this report which could have an impact on the Company's operation in thefuture or its status as a 'going concern'.

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

During the year there were no such orders passed by the Court or Tribunals which willhave material impact on the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors of the Company confirm:

i. that the applicable accounting standards have been followed in the preparation ofthe annual accounts and that there are no material departures;

ii. that such accounting policies have been selected and applied consistently andjudgments and estimates made are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at March 312019 and of the profit of theCompany for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act to safeguard the assets ofthe Company and to prevent and detect fraud and other irregularities;

iv. that the annual accounts have been prepared on a 'going concern' basis;

v. that they have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and

vi. that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

CORPORATE PHILOSOPHY AND COMPLIANCE

The Company firmly believes that strong corporate governance and compliance practicesare of paramount importance to maintain the trust and confidence of its stakeholders andthe reputation of the Company. To ensure transparency fairness and objectivity in theorganisation's functioning and unquestioned integrity of all personnel involved theCompany has proactively adopted best practices with regard to corporate governance andcompliance.

The Company's policy on compliance with external regulatory requirements is backed bystringent internal policies and principles to ensure inter alia maintenance ofconfidentiality of client information and prevention of insider trading.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

The Company has a policy against sexual harassment and has a formal process for dealingwith complaints of harassment or discrimination. The said policy is in line with relevantAct passed by the Parliament in 2013. The Company through the policy ensures that allsuch complaints are resolved within defined timelines. The number of cases reported underPrevention of Sexual Harassment at Workplace during the year was three. All the complaintswere disposed off during the year and no complaints were pending as at March 31 2019.

EMPLOYEE STOCK OPTION SCHEME

ESOS 2017

Pursuant to the recommendation of the Board of Directors in their Meeting held onDecember 6 2017 the Shareholders at the Extra-ordinary General Meeting held on December8 2017 have approved the ICICI Securities Limited-Employees Stock Option Scheme-2017.

Subsequently ICICI Securities Limited-Employees Stock Option Scheme-2017 along-withamendments therein ('the Scheme') was approved by the Board of Directors of the Company intheir meeting held on July 23 2018 and by the Shareholders at the Annual General Meetingheld on August 30 2018.

The Scheme aims at achieving the twin objectives of (i) enabling employees toparticipate in the long term growth of the Company; and (ii) retention of key talent.Through employee stock option grants the Company seeks to foster a culture of long-termsustainable value creation. The Scheme is in compliance with the Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014.

The Scheme provides that the maximum number of options granted to any Eligible Employeein a financial year shall not except with the approval of the Board of Directors of theCompany exceed 0.10% of the issued shares of the Company at the time of grant of optionsand the aggregate of all such options granted to the eligible employees shall not exceed5% of the aggregate of the number of issued shares of the Company from time to time onthe date(s) of grant of option(s).

The eligible employees include employees as defined in the Scheme. Grants will be madeby the NRC based on determination of eligibility criteria prescribed under the Scheme andvesting period will be indicated in the grant letter with minimum period of one yearbetween the date of granting and vesting of options or such other period as may berequired under applicable laws.

The options may be exercised at any time after vesting but not exceeding five yearsfrom the date of vesting of the options or as may be determined by the NRC.

The Board of Directors at its Meeting held on October 19 2018 approved a grant of176700 options for FY2018 to Whole-time Directors of the Company. Each option confers onthe employee a right to apply for one equity share of face value of र5/- each of ICICISecurities Limited at र256.55 being closing price on a recognized Stock Exchange havinghigher trading volume on the date immediately prior to the date of meeting of theCommittee. particulars of options granted by the Company upto March 312019 are givenbelow:

Options granted till March 312019 176700
Options forfeited/lapsed Nil
Options vested Nil
Options exercised Nil
Total number of options in force 176700
Number of shares allotted pursuant to exercise of options Nil
Extinguishment or modifications of options Nil
Amount realized by exercise of options INR Nil

• The above mentioned stock option grant will have a vesting schedule of threeyears in the ratio of 30%-30%-40% starting one year from the date of the grant of theoptions.

• Exercise Period would commence from the date of vesting and expire on completionof five years from the date of vesting of Options.

• The fair value of the underlying shares has been determined by an independentvaluer. The calculation of fair value of grants is in accordance with the Black-Scholesoptions pricing model. The fair value of the options granted in FY2019 is र90.08.

The key assumptions used to estimate the fair value of options granted during FY2019are given below:

Risk-free interest rate 7.74% to 7.89%
Expected life 3.51 to 5.51 years
Expected volatility 41.94% to 43.71%
Expected dividend yield 3.66%

The relevant disclosures as per Regulation 14 of the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 and Circular no. CIR/CFD/POLICYCELL/2/2015 dated June 16 2015 have been uploaded on our website and can be accessed athttps://www.icicisecurities.com/ CMT/Upload/ArticleAttachments/Disclosure_with_respect_to_Employees_Stock_Option_Scheme_as_on_ March_31_2019.pdf.

BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Report as stipulated under Regulation 34 of ListingRegulations has been hosted on the website of the Company at https://www.icicisecurities.com/CMT/UpLOAD/ArticleAttachments/Business_ Responsibility_Report_FY_2018_2019.pdf. AnyMember interested in obtaining a physical copy of the same may write to the CompanySecretary at the Registered Office of the Company.

CHANGE IN NATURE OF BUSINESS IF ANY

None

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has been in compliance with the applicable Secretarial Standards duringFY2019.

CODE OF CONDUCT AS PRESCRIBED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA(PROHIBITION OF INSIDER TRADING) REGULATIONS 2015

In accordance with the requirements of the Securities and Exchange Board of India(prohibition of Insider Trading) Regulations 2015 the Company has instituted acomprehensive code of conduct to regulate monitor and report trading activities of itsdirectors employees and other connected persons in the securities of the Company as alisted entity and in the securities of all the listed companies as SEBI registeredintermediary.

COMPLIANCE WITH THE CODE OF CONDUCT AND BUSINESS ETHICS

The Code of Conduct and Business Ethics of the Company aims at ensuring consistentstandards of conduct and ethical business practices across the Company. This Code isreviewed on an annual basis and the latest Code is available on the website of the Company(www.icicisecurities.com). pursuant to Listing Regulations a confirmation from theManaging Director & CEO regarding compliance with the Code by all the Directors andsenior management of the Company forms part of the Annual Report.

CORPORATE GOVERNANCE

Philosophy on Corporate Governance

The Company's corporate governance philosophy encompasses regulatory and legalrequirements which aims at a high level of business ethics effective supervision andenhancement of value for all stakeholders.

The Company considers its stakeholders as partners in success and the Company remainscommitted to maximising stakeholders' value. The Company believes that sound corporategovernance mechanism is critical to retain and enhance stakeholders' trust.

The Company is committed to exercise overall responsibilities rigorously and diligentlythroughout the organisation managing its affairs in a manner consistent with corporategovernance requirements. The Company's corporate governance philosophy is based on aneffective independent Board the separation of Board's supervisory role from the executivemanagement and the Board Committees generally comprising a majority of Independent/Non-executive Directors and chaired by Independent Directors to oversee critical areas.

MATERIAL SUBSIDIARIES

According to Regulation 16 (1) (c) of Listing Regulations a 'Material subsidiary' shallmean a subsidiary whose income or net worth (i.e. paid up capital and free reserves)exceeds 10% of the consolidated income or net worth respectively of the listed entity andits subsidiaries in the immediately preceding accounting year. There are no materialsubsidiaries of the Company as per the said provision.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are familiarised with their roles rights and responsibilities inthe Company as well as with the nature of industry and business model of the Companythrough induction programmes at the time of their appointment as Directors and throughpresentations on economy and industry overview key regulatory developments strategy andperformance which are made to the Directors from time to time.

The details of the familiarisation programmes have been hosted on the website of theCompany and can be accessed on the linkhttps://www.icicisecurities.com/ResearchAttachments/

Familiarisation_Programme_for_Independent_Directors.pdf.

CEO/CFO CERTIFICATION

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

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.icicisecurities.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 investor relations personnel respond to specific queries and play aproactive role in disseminating information to both analysts and investors. Allinformation which could have a material bearing on the Company's share price is releasedas per regulatory requirements. The information is also disseminated to National StockExchange of India Limited ('NSE') and BSE Limited ('BSE') from time to time.

The financial results presentations made to the institutional investors or to theanalysts other information and various compliances as required/prescribed under ListingRegulations are filed electronically with NSE through NSE Electronic ApplicationProcessing System (NEApS) and BSE through BSE Listing Centre and are also available ontheir respective websites in addition to the Company's website. Additionally theinformation is also disseminated to NSE/BSE by e-mail or fax as and when required.

The Company's quarterly financial results are published in English language nationaldaily newspaper circulating in the whole or substantially the whole of India inter aliaEconomic Times/Business Standard/Mint and in one daily newspaper published in the Marathilanguage inter alia Maharashtra Times/Navshakti.

The Management's Discussion & Analysis forms part of the Annual Report.

General Shareholder Information

Annual General Meeting Day Date & Time Venue
Twenty-Fourth Friday Rama & Sundri
AGM August 2 2019 at 2.30 p.m. Watumull Auditorium Kishinchand Chellaram College Vidyasagar Principal K. M. Kundnani Chowk 124 Dinshaw Wachha Road Churchgate Mumbai-400 020

Financial Year: April 1 2018 to March 31 2019

Book Closure: Saturday July 27 2019 to Friday August 2 2019 (both daysinclusive)

Dividend Payment Date: On or before September 1 2019

Listing of equity shares on the Stock Exchanges

Stock Exchange Code of the Company
National Stock Exchange of India Limited ('NSE') Exchange Plaza C-1 Block G Bandra Kurla Complex Bandra (East) Mumbai 400 051 ISEC
BSE Limited ('BSE') Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 541179

The Company has paid annual listing fees for the relevant period to NSE and BSE whereits equity shares are listed.

Market Price Information

The reported high and low closing prices and volume of equity shares of the Companytraded from the date of listing i.e. April 4 2018 to March 312019 on NSE and BSE are setout in the following table:

Month

NSE

BSE

Total Volume on NSE and BSE
High (in र) Low (in र) Volume High (in र) Low (in र) Volume
April 2018 463 403.1 14329674 462.7 400 2162854 16492528
May 2018 421 352 7259582 421.1 352 839433 8099015
June 2018 390 325 2790205 383.7 324 257631 3047836
July 2018 334.9 291 2556509 336.95 290 1844486 4400995
August 2018 366.3 317 5318324 369.9 315 2171179 7489503
September 2018 339 286.1 2421764 339 285.75 155900 2577664
October 2018 287.95 225.55 9376348 288.1 224.9 516438 9892786
November 2018 284.6 236 8734756 284.4 235 936583 9671339
December 2018 273.9 250 3601204 273.9 251 366666 3967870
January 2019 286.1 196 6515726 286 195 1778387 8294113
February 2019 210 188 3600409 209.55 188 188454 3788863
March 2019 263.8 199.65 5111478 264.5 199.9 547129 5658607

Share Transfer System

Pursuant to the NCLT Order the operations of Karvy Computershare Private Limited theRegistrar & Share Transfer Agent of the Company were transferred to Karvy Fintechprivate Limited with effect from November 17 2018 and accordingly all the existingagreements to which Karvy Computershare private Limited is a party including theagreements entered into by the Company will be in full force and vest with Karvy Fintechprivate Limited the Registrar & Share Transfer Agent of the Company. post listing ofshares on the Stock Exchanges w.e.f. April 4 2018 the Company's shares are compulsorilytraded in demat mode on NSE and BSE.

The number of equity shares of the Company transferred during the last three years(excluding electronic transfer of shares in dematerialised form) is given below:

FY2017 FY2018 FY2019
Shares of face value र2/- Shares of face value र2/- Shares of face value र5/-
Number of transfer deeds 1 3 Nil
Number of shares transferred 500 1500 Nil

The entire promoters' holding is in dematerialised form and the same is in line withthe directives issued by the Securities and Exchange Board of India. During the year theCompany had received requests from two Shareholders holding 105 equity shares of facevalue र5/- each for re-materialization of shares.

As at March 31 2019 the entire paid-up equity share capital of the Company (except105 equity shares) is held in dematerialised form.

Registrar and Transfer Agents

The address of Karvy Fintech private Limited ('Karvy') the Company's Registrar andTransfer Agent is as follows:

Karvy Fintech Private Limited

Karvy Selenium Tower-B plot No. 31 & 32

Financial District Nanakramguda Serilingampally Mandal

Hyderabad-500 032

E-mail id: einward.ris@karvy.com

Tel No.: +91-40-6716 2222

Fax No.: +91-40-2300 1153

Toll Free No.: 1-800-3454-001

Information on shareholding

Shareholding pattern of the Company at March 312019

Sr. No. Category Number of shares % of total number of shares
1. Promoters 255216095 79.22
2. Mutual Funds 41427081 12.86
3. Alternate Investment Funds 2053068 0.64
4. Foreign portfolio Investors 4500829 1.40
5. Financial Institutions 129862 0.04
6. Banks 928644 0.29
7. Individuals 13136799 4.08
8. NBFCs registered with RBI 291538 0.09
9. Trusts 1503 0.00
10. Non-Resident Indian (NRI) 1036624 0.32
11. Clearing Members 180716 0.06
12. Bodies Corporate 2849468 0.88
13. HUF 389173 0.12
Total 322141400 100.00

Shareholders of the Company with more than 1% holding at March 31 2019 (other thanpromoters of the Company)

Sr. No. Name of the Shareholder Number of shares % of total number of shares
1. L & T Mutual Fund (under its various schemes) 8222043 2.55
2. ICICI Prudential Mutual Fund (under its various schemes) 7696280 2.39
3. IDFC Mutual Fund (under its various schemes) 6979006 2.17

Distribution of shareholding of the Company at March 31 2019

Category (in र) No. of Folios % of Members Total Shares % of shares
1-5000 122601 98.86 9907963 3.08
5001-10000 750 0.60 1101717 0.34
10001-20000 321 0.26 904159 0.28
20001-30000 93 0.08 461558 0.14
30001-40000 43 0.03 308794 0.10
40001-50000 26 0.02 241618 0.08
50001-100000 50 0.04 719751 0.22
100001 & Above 135 0.11 308495840 95.76
Total 124019 100.00 322141400 100.00

Disclosures with respect to demat suspense account/unclaimed suspense account

Sr. No. Category Number of shareholders Number of shares
1. Aggregate number of shareholders and the outstanding shares lying in suspense account (unclaimed shares demat account) as on April 12018 3 84
2. Number of shareholders who approached the Company for transfer of shares from suspense account (unclaimed shares demat account) during the year 3 84
3. Number of shareholders to whom shares were transferred from suspense account (unclaimed shares demat account) during the year 3 84
4. Aggregate number of shareholders and the outstanding shares in the suspense account lying as on March 312019 0 0

The voting rights on the above referred shares were frozen during the period the shareswere lying in the unclaimed account.

Outstanding GDRs/ADRs/Warrants or any Convertible Instruments conversion date andlikely impact on equity

Not applicable

Commodity price risk or foreign exchange risk and hedging activities and disclosures asper the format prescribed if applicable

The Company neither trades in commodity segment nor offers trading facility incommodity segment to its client. However the Company may be exposed to foreign exchangerisk on account of its proprietary positions as well as its customers' positions in thecapacity of trading/ clearing member. Foreign exchange risk of proprietary positions ismanaged by applying the overall open position limit and various other risk limits approvedby the Risk Management Committee. Foreign exchange risk on customers' positions ismitigated by collecting upfront margins from customers and monitoring of customers'positions by marking them to market at regular interval.

Plant Locations

Not applicable

Address for Correspondence

For share transfer/dematerialisation of shares/other queries relating to thesecurities:

Karvy Fintech private Limited Unit: ICICI

Securities Limited Karvy Selenium

Tower-B plot No. 31 & 32 Financial District

Nanakramguda

Serilingampally Mandal Hyderabad-500032

E-mail id: einward.ris@karvy.com

Tel No.: +91-40-6716 2222

Fax No.: +91-40-2300 1153

Toll Free No.: 1-800-3454-001

For queries on Annual Report or investors' assistance:

Raju Nanwani Company Secretary & Compliance Officer

ICICI Securities Limited ICICI Centre

H.T. parekh Marg

Churchgate Mumbai 400 020

Tel No.: +91 22 6637 7100

Fax No.: +91 22 2288 2455

Investors can register their complaints/grievances at the Company's e-mail ids:

investors@icicisecurities.com IR@icicisecurities.com

The aforesaid e-mail ids and other relevant details have been displayed on the websiteof the Company.

Total fees for all services paid by the listed entity and its subsidiaries on aconsolidated basis to the statutory auditor and all entities in the network firm/networkentity of which the statutory auditor is a part

Payments to the auditor For the year ended March 31 2019 For the year ended March 31 2018
For audit fees 8.3 5.3
For taxation matters 0.7 0.6
For other services (certification) 2.6 2.5
For reimbursement of expenses 0.9 0.3
Total 12.5 8.7

Credit Ratings obtained by the Company

Your Company has obtained credit rating from:

Name of the credit rating agency Credit rating obtained in respect of various securities Amount (र in millions) Issue Date/ Revalidation Validity of Rating If Rating Downgraded (Specify reason)
CRISIL Non-Convertible Debentures 500.0 December 19 2018 180 days Rating not downgraded
CRISIL Commercial Paper 15000.0 February 13 2019 60 days Rating not downgraded
ICRA Non-Convertible Debentures 500.0 November 2 2018 Valid till next surveillance Rating not downgraded
ICRA Commercial Paper 15000.0 February 8 2019 60 days Rating not downgraded

DISCLOSURES

a) There are no materially significant transactions that may have potential conflictwith the interests of the Company.

b) No penalties or strictures have been imposed on the Company by any of the StockExchanges the Securities and Exchange Board of India or any other statutory authorityfor any non-compliance on any matter relating to capital markets during the last threeyears.

c) In terms of the Whistle Blower policy of the Company no employee of the Company hasbeen denied access to the Audit Committee.

d) The Company has a policy for determining 'material' subsidiaries which can be viewedon the web-link: https://www.icicisecurities.com/CMT/UPLOAD/ARTICLEIMAGES/Policy_for_Determining_Material_ Subsidiaries.pdf

e) The Company has a policy on dealing with related party transactions which can beviewed on the web-link: http://www.icicisecurities.com/CMT/UPLOAD/ARTICLEIMAGES/Policy_on_RPT.pdf

NON-COMPLIANCE OF ANY REQUIREMENT OF CORPORATE GOVERNANCE REPORT AS PER SCHEDULE V (C)(2) TO (10) OF LISTING REGULATIONS

Nil

COMPLIANCE CERTIFICATE FROM THE AUDITORS

The certificate obtained from a practicing company secretary regarding compliance ofconditions of Corporate Governance as stipulated in Listing Regulations is given in AnnexureH.

A certificate from a company secretary in practice that none of the directors on theBoard of the Company have been debarred or disqualified from being appointed or continuingas directors of Companies by the Securities and Exchange Board of India/Ministry ofCorporate Affairs or any such statutory authority as stipulated in Listing Regulations isgiven in Annexure I.

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 the non-mandatoryrequirements pertaining to Corporate Governance stipulated under Listing Regulations.

The Company has adopted following non-mandatory requirements:

1. Financial Statements with unmodified audit opinion;

2. Separate posts of Chairman and Managing Director & CEO; and

3. Reporting of internal auditor directly to the Audit Committee.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the 'Green Initiative' the Company has effected electronic delivery ofNotice of AGM Annual Report and Postal Ballot Notices to those Members whose e-mail IDsare registered with the respective Depository Participants and downloaded from thedepositories viz. NSDL/CDSL.

The Act and the underlying rules as well as Regulation 36 of Listing Regulationspermit the dissemination of financial statements and annual report in electronic mode tothe Members. Your Directors are thankful to the Members for actively participating in theGreen Initiative and seek your continued support for implementation of the GreenInitiative. In order to support the cause we will continue to request members toregister/update their e-mail ids with their Depository Participants so as to enable theCompany to send various communications 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.

ACKNOWLEDGEMENTS

The Company is grateful to the Securities and Exchange Board of India National StockExchange of India Limited BSE Limited National Securities Depository Limited CentralDepository Services (India) Limited The Insurance Regulatory and Development Authority ofIndia The Pension Fund Regulatory and Development Authority other statutory authoritiesits bankers and lenders for their continued co-operation support and guidance. TheCompany wishes to thank its investors for their support.

The Directors express their gratitude for the support and guidance received from theCompany's Holding Company viz. ICICI Bank Limited and other group companies and alsoexpress their warm appreciation to all the employees of the Company for their commendableteamwork professionalism and contribution during the year. The Directors extend theirsincere thanks to the clients of the Company for their support.

AWARDS & RECOGNITION

• Outlook Money Retail Broker of the Year-2018

• TOP 100 franchise opportunity for 2019-Franchising World magazine

• UTI MF and CNBC TV18 Financial Advisor Awards 2017-18-Best performing NationalFinancial Advisor Equity Broker

• ABP News Banking Financial Services Insurance Awards-Best Equity Broker of theYear 2018

• ABP News Banking Financial Services Insurance Awards-Innovation In CustomerEducation Award for Investor Conference Calls 2018

For and on behalf of the Board

Sd/-

Vinod Kumar Dhall

Chairman

DIN: 02591373

Date: April 23 2019

Place: Mumbai.

DECLARATION BY THE CEO UNDER SCHEDULE V (D) OF THE SECURITIES AND EXCHANGE BOARD OFINDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 REGARDINGADHERENCE TO THE CODE OF CONDUCT

I confirm that all Directors and Members of the senior management have affirmedcompliance with the Code of Conduct & Business Ethics for the year ended at March 312019.

For and on behalf of the Board

Sd/-

Shilpa Kumar

Managing Director & CEO

DIN: 02404667

Date: April 23 2019

Place: Mumbai