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ICICI Securities Ltd.

BSE: 541179 Sector: Financials
NSE: ISEC ISIN Code: INE763G01038
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VOLUME 12286
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P/E 19.20
Mkt Cap.(Rs cr) 24,125
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OPEN 746.90
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VOLUME 12286
52-Week high 895.60
52-Week low 357.00
P/E 19.20
Mkt Cap.(Rs cr) 24,125
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ICICI Securities Ltd. (ISEC) - Director Report

Company director report

To the Members

The Directors are pleased to present the Twenty-Sixth Annual Report of ICICI SecuritiesLimited (‘the Company') along with the audited financial statements for the financialyear ended at March 31 2021.

Performance

Industry overview

Most global equity markets rallied in FY2021 as Central Banks across the world embarkedon record monetary stimulus while Governments adopted a counter-cyclical fiscal policy byembarking on fiscal spending to pull their respective economies out of recession.

Indian equities entered a bull market environment in FY2021 after first dipping intobear market towards the end of FY2020 on COVID-19 fears. In one of the most spectacularrallies since FY2010 post the GFC (Global Financial Crisis) Indian benchmark index(NIFTY50) rallied 71% during FY2021. Unlike the pre-COVID period the rally was broad-basedwith small and midcaps outperforming headline indices like the NIFTY50. Also there weresigns of a return to value investing from growth investing after several years ofunderperformance by the former class of stocks.

Bullish sentiment for Indian equities was further fueled by the expansionary FY2022Union Budget which provided for a counter-cyclical fiscal policy with focus on revivinggrowth while ensuring adequate resources for tackling the pandemic by expanding the fiscaldeficit to a higher than expected level of 9.5% for FY2021 and 6.8% for FY2022.

In FY2021 Domestic Institutional Investors (‘DIIs') were net sellers of Rs 1340billion of equities while Foreign Portfolio Investors (‘FPIs') bought Rs 2761billion. FII buying sustained throughout FY2021 with very little volatility in flows.Funds raised through equity remained range bound during the year and witnessed recovery inFY2021 with fund raising via Initial Public Offerings (IPOs) Follow-on PublicOfferings (FPOs) InvIT and REIT Offer for Sale (OFS) Qualified Institutional Placement(QIP) and Rights issues rising from Rs 1.5 Trillion in FY2020 to Rs 2.5 Trillion inFY2021.

Company overview

ICICI Securities Limited is a leading technology-based securities firm in Indiaoperating across capital market segments including retail and institutional equityfinancial product distribution private wealth management and investment banking. TheCompany is amongst the leading equity house in the country with ~5.4 Million customers andtotal client assets worth Rs 3.8 Lakh Crore (assets of our clients including equity dematassets maintained with ICICI Bank Limited and excluding promoter holding). The Companyoperates www.icicidirect.com India's leading virtual financial supermarket meeting thethree need sets of its clients - investments protection and borrowing. The Companyassists its customers like retail investors corporates financial institutions High NetWorth Individuals (HNI) and Ultra HNIs in meeting their financial goals by providing themwith research advisory and execution services. Headquartered in Mumbai the Companyoperates out of ~70 cities in India and wholly-owned subsidiary in US and its branch inSingapore.

Financial highlights

The table below summarises the key financials of your Company for FY2021:

Rs Million

Particulars Standalone Consolidated
FY2020 FY2021 Change % FY2020 FY2021 Change %
Gross Income 17220.6 25854.4 50.1 17249.4 25861.7 49.9
Profit/(Loss) before Depreciation and Tax 8088.0 14849.3 83.6 8143.3 14849.6 82.4
Depreciation 611.7 541.6 (11.5) 614.0 541.8 (11.8)
Profit/(Loss) before Tax 7476.3 14307.7 91.4 7529.3 14307.8 90.0
Provision for Tax 2109.2 3632.2 72.2 2109.3 3630.6 72.1
Profit/(Loss) After Tax 5367.1 10675.5 98.9 5420.0 10677.2 97.0
Other Comprehensive Income (net of tax) (59.1) 25.1 (142.5) (59.1) 25.1 (142.5)
Total comprehensive income 5308.0 10700.6 101.6 5360.9 10702.3 99.6
Balance brought forward from previous year 7534.0 8977.3 19.2 7613.3 9109.5 19.7
Amount available for appropriation 12842.0 19677.9 53.2 12974.2 19811.8 52.7
Surplus carried forward 8977.3 14925.8 66.3 9109.5 15059.7 65.3
Earnings per share on equity shares of Rs 5 each
Basic (in ` ) 16.66 33.14 98.9 16.83 33.14 96.9
Diluted (in ` ) 16.65 33.07 98.6 16.81 33.08 96.8
Note: Figures in parenthesis are negative

Appropriations

Your Company has Rs 19677.9 Million available for appropriation comprising totalcomprehensive income of Rs 10700.6 Million for FY2021 and balance of Rs 8977.3 Millionbrought forward from the previous financial year.

An appropriation of Rs 4752.1 Million towards interim and final dividend has beenapproved by the Board resulting in profit of Rs 14925.8 Million being the surplus carriedforward. Your Company does not propose any transfer to reserves.

Rs Million
Standalone
Particulars
FY2020 FY2021
Balance brought forward from previous year 7534.0 8977.3
Add: Total comprehensive income 5308.0 10700.6
Amount available for appropriation* 12842.0 19677.9
Appropriations:
Transfer to Reserves - -
Equity Dividend 3205.8 4752.1
Tax on Equity Dividend 658.9 -
Surplus carried forward 8977.3 14925.8

 

*amount available for appropriation includes other comprehensive income of ` (109.4)Million as at March 31 2021 [` (134.5) Million as at March 31 2020] which is notavailable for distribution as dividend

Dividend

The Board has recommended a final dividend of Rs 13.5 per equity share (270%) forFY2021. The Board had also approved payment of interim dividend of Rs 8 (160%) per equityshare for FY2021 aggregating to Rs 21.5 per equity share (430%) for FY2021 vs Rs11/- per equity share (220%) paid in FY2020. The payment of interim dividend along withthe proposed final dividend would result in cumulative dividend payout ratio of 65% of thestandalone profits. The final dividend is subject to the approval of the Members at theensuing Annual General Meeting (‘AGM'). The payment of interim and final dividend isin line with the Dividend Distribution Policy of the Company.

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')and the rules made thereunder the provisions of IEPF Authority (Accounting AuditTransfer and Refund) Rules 2016 (‘IEPF Rules') and other applicable provisions allmonies remaining unpaid or unclaimed for a period of seven years from the date of transferto unpaid/unclaimed dividend account are required to be transferred to IEPF.

Pursuant to the provisions of Rule 7 of IEPF Rules Raju Nanwani Senior Vice President& Company Secretary of the Company is the Nodal Officer for the purposes ofverification of claims and co-ordination with IEPF Authority under IEPF Rules. FurtherRupesh Jadhav Senior Manager Secretarial is the Deputy Nodal Officer to assist the NodalOfficer in connection with the verification of claims and for co-ordination with IEPFAuthority. The said details can be viewed at the following link: https://www.icicisecurities.com/Upload/ArticleAttachments/Details_of_NodalDeputy_Nodal_officer_of_the_Company_for_ coordination_with_IEPF.pdf.

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
2018-19 (Final dividend) August 2 2019 September 2 2026
2019-20 (Interim dividend) October 22 2019 November 21 2026
2019-20 (Final dividend) August 11 2020 September 15 2027
2020-21 (Interim dividend) October 28 2020 December 3 2027

Subsidiary Associate and Joint Venture Companies

At March 31 2021 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 ICICISecurities Inc.).

During FY2021 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 A 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. The policies have been framed with respect to suchrisks which set forth limits mitigation strategies and internal controls. These policiesinclude corporate risk and investment policy liquidity risk management policyoperational risk management policy outsourcing policy fraud risk management policyinformation technology risk management policy information security management policycyber-security & cyber resilience policy business continuity policy and surveillancepolicy.

We are particularly sensitive to the risks emanating from the introduction of newproducts and services. All new products are approved by the Committees constituted by theBoard. In case a product entails taking credit risk or market risk on the Company's booksor entails offering margin based products to clients then the risk management frameworkfor such products is approved by our Risk Management Committee. In case of all other newproduct offerings approval is sought from our Product Committee which is a Committeeconstituted by our Board. Before we launch a new product or service it is also reviewedand approved by our Risk Management Group Compliance and Operations Groups and theProcess Approval Committee set up for this purpose. These Groups and Committees review theproduct/service through the lenses of regulatory compliance risk management andintegration with the existing risk management systems.

During the year the operations of the Company were impacted by the onset of theCOVID-19 pandemic. The business continuity plan was invoked and several initiatives wereundertaken to ensure that operations of the Company continued without disruptions. Theinitiatives undertaken included operating critical functions from multiple locationsrolling out Work From Home initiatives accessing various applications through use ofvirtual private networks and rapidly enhancing digitisation across all levels within theorganisation. During this period the focus was on proactive and real-time risk managementin the wake of high volatility and operational challenges on account of limited mobilityof staff. The risk management framework and digital capabilities of the Company respondedwell to the situation.

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.

Annual Return

The annual return for FY2021 comprising of the information available upto the date ofthis report can be viewed at the following link:

https://www.icicisecurities.com/Upload/

ArticleAttachments/Annual_Return_FY2020_21.pdf.

The said annual return shall be further updated as soon as possible but not later thansixty days from the date of the AGM.

Share Capital

During FY2021 the Company has allotted 80970 equity shares of Rs 5/- each pursuant toexercise of stock options under the ICICI Securities Limited - Employees Stock OptionScheme – 2017.

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 B to this report.

Related Party Transactions

The Company has put in place a policy for related party transactions (‘RPTpolicy') 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 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (‘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/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 at the Annual General Meeting held on August 11 2020 for:

• enhancement of the existing limit of material related party transaction(s) withICICI Bank Limited (‘the Bank') (Holding Company) to avail short term borrowings byway of credit facility from the Bank on such term(s) and condition(s) as may be agreedsubject to the maximum outstanding balance of Rs 25.00 Billion on any day-end; and •approval of material related party transaction(s) with ICICI Bank Limited (‘theBank') (Holding Company) to place fixed deposits with the Bank on such term(s) andcondition(s) as may be agreed subject to the maximum outstanding balance of Rs 5.00Billion (excluding accrued interest thereon).

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 AnnexureC enclosed to this report.

Directors and other Key Managerial Personnel

The Board of Directors of the Company as at March 31 2021 consists of eight Directorsout of which four are Independent Directors two are Non-executive Non-independentDirectors and two are Whole-time Directors.

As at the end of FY2021 Vijay Chandok (DIN: 01545262) - Managing Director & CEOAjay Saraf (DIN: 00074885) - Executive Director Harvinder Jaspal - Chief FinancialOfficer and Raju Nanwani - Company Secretary are the key managerial personnel as per theprovisions of the Act and the rules made thereunder.

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

The Board of Directors at its meeting held on April 21 2021 based on therecommendation of the Nomination & Remuneration Committee have re-appointed AshvinParekh (DIN: 06559989) as an Independent Director of the Company for a period of 5 (five)consecutive years with effect from August 25 2021 upto August 24 2026 subject to theapproval of the Members of the Company by way of Special Resolution. Accordingly approvalof the Members is being sought at the ensuing AGM for his re-appointment. Ashvin Parekh(DIN: 06559989) is a person of high repute integrity and has rich and varied experiencewhich will be an invaluable input to the Company's strategic direction and decisionmaking. His contributions and guidance during the deliberations at the Board and Committeemeetings have been of immense help to the Company. Pursuant to the provisions of Rule 6 ofthe Companies (Appointment and Qualifications of Directors) Rules 2014 Ashvin Parekh(DIN: 06559989) is not required to pass an online proficiency self-assessment testconducted by the ‘Indian Institute of Corporate Affairs at Manesar'.

The Board of Directors at its meeting held on April 21 2021 based on therecommendation of the Nomination & Remuneration Committee have re-appointed AjaySaraf (DIN: 00074885) as an Executive Director of the Company for a period of 5 (five)consecutive years or uptil his retirement whichever is earlier with effect from May 252021 upto May 24 2026 subject to the approval of the Members of the Company.Accordingly approval of the Members is being sought at the ensuing AGM for hisre-appointment. Ajay Saraf currently heads the Investment Banking and InstitutionalBroking divisions at the Company and the continued association of Ajay Saraf would bebeneficial to the Company and it is desirable to continue to avail his services asExecutive Director of the Company.

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 fulfil the criteria of independence as specified inListing 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 AnupBagchi (DIN: 00105962) Director of the Company would retire by rotation at the ensuingAGM and being eligible for re-appointment has offered himself for re-appointment.

Brief details of the Directors proposed to be re-appointed as required under Regulation36 (3) of Listing Regulations are provided in the Notice of the ensuing AGM.

Corporate Governance and Compliance

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 iscommitted to exercise overall responsibilities rigorously and diligently throughout theorganisation managing its affairs in a manner consistent with corporate governancerequirements. The Company's corporate governance philosophy is based on an effectiveindependent 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.

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 various policies and best practices towards ensuringcompliance with Corporate Governance norms. The Company's policy on compliance withexternal regulatory requirements is backed by stringent internal policies and principlesto ensure inter alia maintenance of confidentiality of client information andprevention of insider trading through adoption of various policies the details in respectof which are as under:

Code of Conduct and Business Ethics

The Code of Conduct and Business Ethics (‘Code') of the Company aims at ensuringconsistent standards of conduct and ethical business practices across the Company. ThisCode is reviewed atleast once in two years and the latest Code is available on the websiteof the Company (www.icicisecurities.com). Pursuant to Listing Regulations a confirmationfrom the Managing Director & CEO regarding compliance with the Code by all theDirectors and senior management of the Company forms part of the Annual Report.

Code of Conduct for Prohibition of Insider Trading

In accordance with the requirements of SEBI (Prohibition of Insider Trading)Regulations 2015 the Company has instituted a comprehensive code of conduct to regulatemonitor and report trading activities of its directors employees and other connectedpersons in the securities of the Company as a listed entity and in the securities of allthe listed companies as SEBI registered intermediary.

Whistle Blower Policy

The Company has in place a Whistle Blower Policy (‘the Policy') which aims to setup a mechanism that enables employees to report about potentially illegal and/orunacceptable practices. It seeks to enable employees to report such practices without fearof victimisation and reprisal. The Policy aims to administer good governance practices inthe Company 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 & Legal/Chairman ofAudit Committee without necessarily informing his/her supervisors and without revealinghis/her identity if he/she so chooses. The Policy governs reporting and investigation ofallegations 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 andaccordingly in conformity with the Policy and applicable laws and regulations theappropriate investigative process is employed. The Policy complies with the requirementsof Vigil Mechanism as stipulated under Section 177 of the Act.

Any employee who makes a disclosure or raises a concern under the Policy will beprotected if the employee discloses his/her identity discloses the information in goodfaith believes it to be substantially true does not act maliciously nor makes falseallegations and does not seek any personal or financial gain. The Company strictlyprohibits any attempt of retaliation by anyone against any employee who raises a concernunder the Policy in good faith. Nothing in this Policy precludes or is intended topreclude a complainant from seeking a monetary award from a Government administrative orlaw enforcement authority as provided for by law.

The details of establishment of the Whistle Blower Policy/ Vigil Mechanism have beendisclosed on the website of the Company. Excerpts of Whistle Blower Policy can be viewedat the following link:

https://www.icicisecurities.com/UPLOAD/ARTICLEIMAGES/Whistleblower_Policy_One_Pager.pdf.

Dividend Distribution Policy

In accordance with Regulation 43A of Listing Regulations your Company has formulated aDividend Distribution Policy and the same is given in Annexure D to this report andis also uploaded on the website of the Company at the following link:https://www.icicisecurities.com/UPLOAD/ ARTICLEIMAGES/ddp2017.pdf.

Policy on Related Party Transactions

The Company has a policy on dealing with related party transactions which can be viewedon the web-link:

https://www.icicisecurities.com/UPLOAD/ARTICLEIMAGES/ Policy_on_RPT.pdf

Policy for Determining Material Subsidiaries

The Company has a policy for determining ‘material' subsidiaries which can beviewed on the web-link:

https://www.icicisecurities.com/UPLOAD/ARTICLEIMAGES/Policy_for_Determining_Material_Subsidiaries.pdf

According to Regulation 16 (1) (c) of Listing Regulations a ‘Material subsidiary'shall mean a subsidiary whose income or net worth exceeds 10% of the consolidated incomeor net worth respectively of the listed entity and its subsidiaries in the immediatelypreceding accounting year. There are no material subsidiaries of the Company as per thesaid 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 global and domestic macro-economicoutlook key regulatory developments strategy and performance which are made to theDirectors from time to time. The details of the familiarisation programmes have beenhosted on the website of the Company and can be accessed on the following link:

https://www.icicisecurities.com/Upload/ResearchAttachments/Familiarisation_Programme_for_ Independent_Directors.pdf.

Credit Ratings obtained by the Company

Your Company has obtained credit rating from:

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.

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:

Rs Million

Payments to the auditor For the year ended March 31 2021 For the year ended March 31 2020
For audit fees 7.3 6.7
For taxation matters 0.7 0.7
For other services 1.5 2.6
For reimbursement of expenses 0.7 1.2
Total 10.2 11.2
Name of the credit rating agency Credit rating obtained in respect of various securities Amount( Rs in Million) Ratings Given Issue Date/ Revalidation Validity of Rating If Rating Downgraded (Specify reason)
CRISIL Non-Convertible Debentures 500.0 AAA/Stable March 8 2021 180 days Rating not downgraded
CRISIL Commercial Papers 45000.0 CRISIL A1+ March 8 2021 30 days Rating not downgraded
ICRA Non-Convertible Debentures 500.0 AAA/Stable March 12 2021 Review on annual basis Rating not downgraded
ICRA Commercial Papers 45000.0 ICRA A1+ March 5 2021 3 months Rating not downgraded

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 2021 consisted of eight Directors comprising offour Independent Directors two Non-executive Non-independent Directors and twoWhole-time 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 one Independent Woman Director. The Board functions either as a full Board orthrough various Committees constituted to oversee specific areas. The Board has interalia constituted requisite mandatory Committees viz. Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee CorporateSocial Responsibility 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 metseven times during FY2021 on May 7 2020 May 28 2020 July 22 2020 August 26 2020October 28 2020 January 25 2021 and March 25 2021.

There were no inter-se relationships between any of the Directors of theCompany. Further except Anup Bagchi (DIN: 00105962) Non-executive Non-independentDirector who holds 1932 equity shares of the Company as on March 31 2021 none ofthe Non-executive Directors hold any equity shares or convertible instruments of theCompany.

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 FY2021 are set out in the following table:

Name of the Director Number of Board Meetings Attendance at the last AGM held on August 11 2020 No. of Directorships in other Companies Number of Committee Memberships (including this Company)#
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 7 7 Present 3 0 2 1
(DIN: 02591373)
Ashvin Parekh (DIN: 06559989) 7 7 Present 3 0 5 3
Subrata Mukherji 7 7 Present 0 0 1 0
(DIN: 00057492)
Vijayalakshmi Iyer 7 7 Present 9 0 10 4
(DIN: 05242960)
Non-executive Non-Independent
Directors
Anup Bagchi (DIN: 00105962) 7 7 Present 5 0 1 0
Pramod Rao (DIN: 02218756) 7 7 Present 2 0 1 0
Executive Directors
Vijay Chandok (DIN: 01545262) 7 7 Present 0 0 1 0
Ajay Saraf (DIN: 00074885) 7 7 Present 0 0 1 0

 #Membership/Chairmanship of only Audit Committee and StakeholdersRelationship Committee has been considered.

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

Details of Directorships held in other listed entities by the Directors of the Companyas at the end of FY2021 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 1. Schneider Electric Infrastructure Limited 1. Independent Director
(DIN: 02591373) 2. Advani Hotels & Resorts (India) Limited 2. Independent Director
Ashvin Parekh 1. ICICI Lombard General Insurance Company Limited 1. Independent Director
(DIN: 06559989) 2. Nippon Life India Asset Management Limited 2. Independent Director
Subrata Mukherji Nil -
(DIN: 00057492)
Vijayalakshmi Iyer 1. Religare Enterprises Limited 1. Independent Director
(DIN: 05242960) 2. GIC Housing Finance Limited 2. Independent Director
3. Magma Fincorp Limited 3. Independent Director
4. Aditya Birla Capital Limited 4. Independent Director
5. Computer Age Management Services Limited 5. Independent Director
Non-executive Non-Independent Directors
Anup Bagchi 1. ICICI Bank Limited 1. Executive Director
(DIN: 00105962) 2. ICICI Prudential Life Insurance Company Limited 2. Non-Executive Director
Pramod Rao Nil -
(DIN: 02218756)
Executive Directors
Vijay Chandok Nil -
(DIN: 01545262)
Ajay Saraf Nil -
(DIN: 00074885)

 

@ For the purpose of computation of listed entities listed entities asper the 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/Chairperson were within thelimits provided under Listing Regulations for all the Directors of the Company. Thenumber of directorships of each Independent Director is also within the limits prescribedunder Listing Regulations.

Core skills/expertise/competencies of the Board of Directors

As required under Regulation 34 read with Schedule V of Listing Regulations in thecontext of the Company's business for effective functioning the Company has distinguishedindividuals on its Board of Directors with each of the Directors having the requisite coreskills/expertise/ competence as well as several years of vast experience and knowledge invarious diversified functions and fields viz. corporate & internationalbanking treasury corporate planning project & portfolio/asset managementeconomics capital markets investment banking institutional & retail brokingprivate equity fund management financial services competition & corporate lawcorporate affairs commerce economic regulations technology business strategies andmanagement institutional strengthening & business transformation banking &finance corporate laws business and finance laws insurance human resourcesdevelopment venture capital retail & rural banking SME/Commercial banking ruraland inclusive banking etc. The Board has a right blend of dynamism leadership andexperience.

The Independent Directors are members of the Board of Directors of various reputedcompanies including listed entities and they provide their treasured inputs and guidanceat the Meetings of the Board which have been of immense help to the Company in pursuingstrategic 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.

The details of the core skills/expertise/competencies possessed by the existingdirectors of the Company are detailed as under:

Name of the Director Areas of Expertise
Vinod Kumar Dhall • Corporate Affairs
• Competition and Corporate Law
• Finance & Banking
• Economic Regulation
• Business Strategy
• Business Management
• Insurance
• Investment Banking
Ashvin Parekh • Business Strategy
• Corporate Planning
• Institutional Strengthening
• Business Transformation
• Technology
• Finance
• Business Management
• Portfolio/Asset Management
• Project Management
• Legal and Regulatory
Subrata Mukherji • Business Strategy
• Banking & Finance
• Investment Banking
• Economics
• Business Management
• Venture Capital
Name of the Director Areas of Expertise
Vijayalakshmi Iyer • Business Strategy
• Banking & Finance
• Investment Banking
• Insurance
• Business Management
• Technology
• Human Resources Development
• Portfolio/Asset and Project
Management
• Risk Management
Anup Bagchi • Business Strategy
• Retail Banking
• Retail Broking
• Information Technology
• Rural and Inclusive Banking
Corporate Banking and Investment
Banking
• Treasury control and services
• Financial Services
• Business Management
• Capital Markets
• MSME (Mirco Small & Medium
Enterprise) Business
Pramod Rao • Banking and Finance Laws
• Competition and Corporate Law
• Finance & Banking
• Economic Regulation
• Financial Services
• Business Management
• Capital Markets
• Corporate Governance
• Law & Technology
• Corporate Project & Structured
Finance
• Restructuring Insolvency &
Bankruptcy
• Joint ventures
• Mentoring entrepreneurs and start-
ups
• Online dispute resolution
• Fintech & start-up collaborations
Vijay Chandok • Business Strategy
• SME banking
• Retail Broking
• Institutional Broking
• Commercial banking
• International and Corporate Banking
• Retail and rural banking
• Business Management
• Capital Markets
• Private Equity Fund Management
• Investment Banking
• Retail equity and Distribution
• Wealth Management
Ajay Saraf • Investment Banking
• Institutional Broking
• Corporate Banking
• SME banking
• Business Strategy
• Business Management
• Finance

Separate Meeting of Independent Directors

During FY2021 a separate meeting of the Independent Directors was held on May 6 2020which 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 FY2021 are set out below:

Audit Committee

Terms of Reference a. To oversee the financial statements the process of Company'sfinancial reporting and the disclosure of its financial information to ensure that thefinancial statement is correct sufficient and credible.

b. To oversee the procedures and processes established to attend to 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. Review of housekeeping note placed.

d. To review with the Management the quarterly financial statements and thecertificate in respect of internal controls over financial reporting before submission tothe Board for approval.

e. To review with the Management the quarterly half-yearly and annualfinancial statements alongwith the auditors' report thereon before submission to the Boardfor approval with particular reference to:

i) Any changes in accounting policies and practices;

ii) Major accounting entries based on exercise of prudent judgement and estimates bymanagement;

iii) Modified opinions in draft audit report;

iv) Significant adjustments arising out of audit;

v) Compliance with listing and other legal requirements concerning financialstatements;

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

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

viii) Any related party transactions i.e. transactions of the Company ofmaterial nature with promoters or the management their subsidiaries or relatives etc.that may have 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.

f. To recommend to the Board the appointment re-appointment and if requiredthe replacement or removal of the statutory auditor and/or branch auditor and the fixationof audit fees.

g. To approve payment to statutory auditors for any other services rendered by thestatutory auditors.

h. To review and monitor with the management performance of statutory auditors theauditor's independence and effectiveness of audit process.

i. To discuss with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

j. To call for the comments of the auditors about internal control systems the scopeof audit including the observations of the auditors and review of financial statementsbefore their submission to the Board and also to discuss any related issues with theinternal and statutory auditors and the management of the Company.

k. To recommend to the Board the appointment re-appointment and if requiredthe replacement or removal of the internal auditors/concurrent auditors/ special auditorsand the fixation of their remuneration.

l. To appoint Auditors for SEBI half-yearly Internal Audit.

m. To review with the management performance of internal auditors.

n. 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.

o. To set up procedures and processes to address all concerns relating to adequacy ofchecks and control mechanisms.

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

q. To review: i) Code of Conduct & Business Ethics ii) Anti-Bribery andAnti-Corruption Policy iii) Conflict of Interest Policy iv) Code of Conduct for Preventionof Insider Trading v) Whistle Blower Policy

r. To review the functioning of the Whistle Blower mechanism or other confidentialmechanisms for employees to report ethical and compliance concerns or potential breachesor violations.

s. 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.

t. To review internal reports on internal controls and on proactive complianceactivities aimed at increasing the Company's ability to meet its legal and ethicalobligations on identified weaknesses lapses breaches or violations and the controls andother measures in place to help detect and address the same.

u. To review with the management the adequacy of the internal control systems.

v. To monitor the compliance function and the Company's risk profile in respect ofcompliance with external laws and regulations and internal policies.

w. To evaluate internal financial controls and risk management systems.

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

y. To discuss with the internal auditors of any significant findings and follow upthereon.

z. To review the following:

i) Penal action taken against the Company under various laws and statutes;

ii) Reports of inspection by regulatory authorities viz. SEBI BSE NSE IRDAPFRDA AMFI;

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.

aa. To review 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.

bb. 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.

cc. To approve compliance programmes review their effectiveness on a regular basis andreview material compliance issues or matters.

dd. To review the Anti Money Laundering (AML)/Counter

– Financing of Terrorism (CFT) policy annually and review the implementation ofthe Company's AML/CFT programme.

ee. 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 to lookinto substantial delays in the payment to creditors.

ff. To investigate any activity within its terms of reference.

gg. 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.

hh. To engage without seeking Board approval independent counsel and other advisorsas it determines necessary to carry out its duties.

ii. To scrutinise inter-corporate loans and investments.

jj. To undertake valuation of undertakings or assets of the Company wherever it isnecessary.

kk. To the extent applicable review with the management Statement of deviationsspecifically the quarterly statement of deviation submitted to the stock exchanges underRegulation 32 (1) and the annual statement of funds utilized for purposes other than thosestated in the offer documents under Regulation 32 (7) of the Securities and Exchange Boardof India (Listing obligations and Disclosure Requirements) Regulations 2015 (the"Listing Regulations").

ll. 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.

mm. To review the utilization of loans and/or advances from/ investment by the holdingcompany in the subsidiary exceeding Rs 1 Billion or 10% of the asset size of thesubsidiary whichever is lower including existing loans/ advances/investments.

nn. Approval of appointment of chief financial officer or any other person heading thefinance function or discharging that function after assessing the qualificationsexperience and background etc. of the candidate; and

oo. 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 Companies Act 2013 or the Listing Regulations or byany other regulatory authority.

Composition

During FY2021 the composition of the Audit Committee was in compliance with theprovisions of Section 177 (2) other applicable provisions of the Act and ListingRegulations.

During FY2021 there was no change in the constitution of the Audit Committee.

As at the end of FY2021 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 Director.During FY2021 eight meetings of the Audit Committee were held on April 22 2020 May 72020 July 15 2020 July 22 2020 October 15 2020 October 28 2020 January 15 2021and January 25 2021. 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
Ashvin Parekh (Chairman) 8 8
Subrata Mukherji 8 8
Vijayalakshmi Iyer 8 8
Pramod Rao 8 8

Nomination & Remuneration Committee

Terms of Reference

1. To submit recommendations to the Board with regard to –

a. 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;

b. Directors liable to retire by rotation;

c. 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.

2. To evaluate the performance of the whole-time Directors of the Company.

3. 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 evaluationdone by an independent external agency and review its implementation and compliance.

4. 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.

5. a. To approve the policy for and quantum of variable pay payable to the employees ofthe Company.

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

6. To formulate code of ethics and governance.

7. To recommend if required and based on merits to the Board Governance Remunerationand Nomination Committee of ICICI Bank Limited (BGRNC of ICICI Bank) for itsrecommendation to the Board of ICICI Bank for the grant of Employee Stock Options of ICICIBank to the whole-time Directors of the Company.

8. To formulate the criteria for determining qualifications positive attributes andindependence of a director.

9. To formulate the criteria for evaluation of performance of independent directors andthe 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.

10. 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.

11. To devise a policy on diversity of the Board.

12. 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.

13. 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 FY2021 the composition of the Nomination & Remuneration Committee(‘NRC') was in compliance with the provisions of Section 178 other applicableprovisions of the Act and Listing Regulations.

During FY2021 there was no change in the constitution of NRC.

As at the end of FY2021 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 Director.

During FY2021 four meetings of NRC were held on May 7 2020 May 28 2020 July 222020 and October 28 2020. 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
Anup Bagchi 4 4

Corporate Social Responsibility Committee

Terms of Reference

1. To formulate and recommend to the Board a Corporate Social Responsibility Policywhich shall indicate the activities to be undertaken by the Company as specified inSchedule VII of the Act;

2. To review proposals approve and recommend the amount of expenditure which shall beincurred on the activities indicated in the Corporate Social Responsibility Policy;

3. To identify Corporate Social Responsibility Policy partners and Corporate SocialResponsibility Policy programmes;

4. 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;

5. 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;

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

7. 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 FY2021 the composition of the Corporate Social Responsibility (‘CSR')Committee of the Company was in compliance with Section 135 and other applicableprovisions of the Act.

During FY2021 there was no change in the constitution of the CSR Committee.

As at the end of FY2021 CSR Committee comprised of following as its members:

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

• Vijay Chandok (DIN: 01545262) Managing Director & CEO; and

• Ajay Saraf (DIN: 00074885) Executive Director.

During FY2021 four meetings of CSR Committee were held on May 6 2020 July 22 2020October 28 2020 and January 22 2021. The details of the attendance at the meetings areset out in the following table:

Name of the Director Number of Meetings held during the tenure of the Director Number of Meetings attended
Vinod Kumar Dhall 4 4
(Chairman)
Vijay Chandok 4 4
Ajay Saraf 4 4

The Annual Report on Corporate Social Responsibility as per the Companies (CorporateSocial Responsibility Policy) Rules 2014 is given in Annexure E enclosed to thisreport.

Stakeholders Relationship Committee

Terms of Reference

1. 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 meetings etc.;

2. Allotment of shares approval of transfer or transmission of shares debentures orany other securities;

3. Investigating complaints relating to allotment of shares approval of transfer ortransmission of shares debentures or any other securities;

4. Issue of duplicate certificates and new certificates on split/consolidation/renewal;

5. Review of measures taken for effective exercise of voting rights by shareholders;

6. Review of adherence to the service standards adopted by the listed entity in respectof various services being rendered by the Registrar & Share Transfer Agent;

7. 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

8. 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 FY2021 the composition of the Stakeholders Relationship Committee (‘SRC')of the Company was in compliance with Section 178 (5) other applicable provisions of theAct and Listing Regulations.

During FY2021 there was no change in the constitution of the Stakeholders RelationshipCommittee.

As at the end of FY2021 SRC comprised of following as its members:

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

• Vijay Chandok (DIN: 01545262) Managing Director & CEO; and

• Ajay Saraf (DIN: 00074885) Executive Director.

During FY2021 four meetings of SRC were held on April 22 2020 July 15 2020 October15 2020 and January 14 2021. The details of the attendance at the meetings are set outin the following table:

Name of the Director Number of Meetings held during the tenure of the Director Number of Meetings attended
Vijayalakshmi Iyer 4 4
(Chairperson)
Vijay Chandok 4 4
Ajay Saraf 4 4

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 onecomplaint from the shareholders during FY2021. As at the end of FY2021 no complaints werepending.

Risk Management Committee

Terms of Reference

1. Risk Management Policies a. To approve and review risk management policies inrespect of the following: i. Market Risk ii. Credit Risk iii. Operations Risk iv. FraudRisk v. Information Technology Risk vi. Information Security and Cyber Security Riskvii. Liquidity Risk viii. Surveillance Policy ix. Business Continuity and DisasterRecovery.

b. To monitor the implementation of various risk management policies.

c. To analyze and monitor various product limits as well as the credit and market risksassociated with the different business activities of the Company.

2. ICAAP and Stress Testing: a. To review stress testing results; b. To review thesubmission made to ICICI Bank Limited for Internal Capital Adequacy Assessment Process(ICAAP).

3. Risk Dashboard

To review key risk indicators with respect to major risk categories as detailed belowon a quarterly basis: a. Credit risk b. Market risk and implied market risk c. Liquidityrisk d. Operational risk e. Technology risk including Cyber-Security threats f. Reputationrisk

4. Other risk related reviews a. To review the operational loss data.

b. To assess the risk of investments in securities undertaken by the proprietary deskof the Company.

c. 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.

d. 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.

e. To review the macro-economic changes global emerging trends and regulatory changes/requirements so that the Company is positioned to face the changes in the externalenvironment and internal developments.

5. Oversight on risks of subsidiaries

Review the risk profile of the subsidiaries.

Composition

During FY2021 the composition of the Risk Management Committee (‘RMC') of theCompany was in compliance with the provisions of Regulation 21 of Listing Regulations.

During FY2021 there was no change in the constitution of the Risk ManagementCommittee.

As at the end of FY2021 RMC comprised of following as its members:

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

• Ashvin Parekh (DIN: 06559989) Independent Director;

• Subrata Mukherji (DIN: 00057492) Independent Director;

• Vijay Chandok (DIN: 01545262) Managing Director & CEO;

• Ajay Saraf (DIN: 00074885) Executive Director;

• Ripujit Chaudhuri Head - Risk; and

• Harvinder Jaspal Chief Financial Officer.

During FY2021 four meetings of RMC were held on April 22 2020 July 15 2020 October15 2020 and January 14 2021. The details of the attendance at the meetings are set outin the following table:

Name of the Member Number of Meetings held during the tenure of the Member Number of Meetings attended
Vijayalakshmi Iyer 4 4
(Chairperson)
Ashvin Parekh 4 4
Subrata Mukherji 4 4
Vijay Chandok 4 4
Ajay Saraf 4 4
Ripujit Chaudhuri 4 4
Harvinder Jaspal 4 4

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

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 G.

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 AuditCommittee Nomination & Remuneration Committee Stakeholders Relationship CommitteeCorporate Social Responsibility Committee and Risk Management Committee. The evaluation ofthe Committees is based on the assessment of the compliance with the terms of reference ofthe 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-timeDirectors and the organisational performance norms. The KPIs include both quantitative andqualitative aspects. The NRC assesses organisational performance as well as the individualperformance of the 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 evaluates the composition ofthe Board and vacancies arising in the Board from time to time. The NRC as and whenrequired while recommending candidature of a Director considers the requisite specialknowledge or expertise possessed by the candidate. The NRC assesses the fit and propercredentials of the candidate. The NRC also evaluates the prospective candidate for theposition of Director from the perspective of the criteria for independence prescribedunder the Act. The NRC based on the above assessment makes suitable recommendations on theappointment of Directors to the Board. The NRC evaluates the performance of the ExecutiveDirectors of the Company on an annual basis.

Remuneration Policy for Non-Executive Directors

The remuneration payable to non-executive/independent Directors (‘NEDs') of ICICIBank Limited 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/independent Directorsof 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

The Company already has in place a Compensation Policy applicable to Whole-timeDirectors (WTDs) Key Managerial Personnel (KMP) Senior Management and other employees.

The Compensation Policy is available on the website of the Company under the sectiontitled ‘Corporate Policies' and can be accessed on the following link https://www.icicisecurities.com/UPLOAD/ARTICLEIMAGES/ Compensation_Policy.pdf.

Key features and objectives of Compensation Policy

The Compensation Policy of the Company is applicable for the Whole-time Directors KeyManagerial Personnel Senior Management and all other employees of the Company. TheCompensation Policy is framed under the guidance of the Nomination & RemunerationCommittee (‘NRC' or ‘the Committee') to ensure effective governance and drivemeritocracy under a prudent risk framework.

The Committee defines Key Performance Indicators (‘KPIs') for the organisationbased on the financial and strategic plan approved by the Board. The KPIs include bothquantitative and qualitative aspects. The NRC assesses organisational performance as wellas the individual performance of Whole-time Directors. Based on its assessment it makesrecommendations to the Board regarding compensation for Whole-time Directors KeyManagerial Personnel and Senior Management along-with bonus and long-term incentive plan(LTIP) for employees. Eligible employees are covered under the ICICI Securities Limited -Employees Stock Option Scheme - 2017.

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 parametersthe Company will take into account various risk parameters along with other pre-definedperformance objectives of the Company. Acts of gross negligence and integrity breach andreasonable evidence of deterioration in financial performance shall be covered under thepurview of the Compensation Policy. The deferred part of the performance bonus (variablepay) will be subject to malus under which the Company will prevent vesting of all or partof the variable pay in the event of an enquiry determining gross negligence or integritybreach.

Changes in the Compensation Policy

a) No changes were proposed to be made in the Company's Compensation Policy for the Whole-timeDirectors Key Managerial Personnel Senior Management and other employees of the Companyduring FY2021.

b) No changes were proposed to be made in the Remuneration Policy for the Non-executiveDirectors of the Company during FY2021.

Pecuniary Relationship of the Non-Executive Directors With the Company

Apart from receiving sitting fees for attending Board and Committee meetings and profitrelated commission by the Non-executive Directors of the Company there is no pecuniaryrelationship of the Non-executive Directors with the Company. Non-executiveNon-independent Directors neither draw any remuneration from the Company nor receive anysitting fees.

Details of Remuneration Paid to Whole-Time Directors During FY2021

The following table sets out the details of remuneration (including perquisites andretiral benefits) paid to Whole-time Directors during FY2021:

Details of remuneration (` )

Particulars Period Vijay Chandok Managing Director & CEO April 1 2020 March 31 2021 Ajay Saraf Executive Director April 1 2020 March 31 2021
Basic 22224250 9493900
Performance Bonus paid out in FY20211 9244249 10516243
Allowances2 23784280 11620392
Perquisites3 8287906 3799198
Contribution to provident fund 2666903 1139268
Contribution to gratuity fund 1851280 790843
Stock Options of the Company (Numbers)
Granted in FY2021 (for FY2020) 586000 132500
Granted in FY2020 (for FY2019) - 199600
Stock Options of ICICI Bank Limited (Numbers)
Granted in FY2021 (for FY2020) - -
Granted in FY2020 (for FY2019) - 41400

 

Note: For the year ended March 31 2021 the remuneration details pertain to the amountpaid/options granted during FY2021. Given the prevailing scenario and the unprecedentedchallenges posed by COVID-19 pandemic the WTDs had voluntarily opted to take a 10% salaryreduction effective May 2020 in their basic retirals and supplementary allowances for theremaining months in FY2021. Further Mr. Vijay Chandok (DIN: 01545262) has alsovoluntarily decided to forgo performance bonus and stock options for FY2021 and anyincrease in salary for FY2022.

 1 The bonus amount paid in FY2021 includes the deferred portion ofbonus approved in earlier years wherever applicable.

 2Allowances include components like house rent allowance running andmaintenance expenses of car (including fuel repairs and maintenance insurance driver'ssalary) leave travel allowance personal pay domiciliary medical reimbursement of Rs15000/- per annum.

 3Perquisites (evaluated as per Income Tax rules wherever applicableand otherwise at actual cost to the Company) such as the benefit of the gas electricitysoft furnishing club fees group insurances like mediclaim personal accident and lifeinsurance Company car (including fuel repairs and maintenance insurance driver'ssalary) telephone and internet usage at residence or reimbursement of expenses in lieuthereof domiciliary medical reimbursement leave children education benefits interestsubsidy on home loan were provided in accordance with the scheme(s) and rule(s)applicable from time to time.

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.

During FY2021 the Directors were paid an amount of Rs 100000/- as sitting fees forattending each meeting of the Board and the Audit Committee and Rs 50000/- as sittingfees for attending each meeting of other Committees of the Board.

Information on the total sitting fees paid to each Non-executive Director duringFY2021 for attending meetings of the Board and its Committees is set out in the followingtable:

Name of the Director Amount (`)
Vinod Kumar Dhall (DIN: 02591373) 1100000/-
Ashvin Parekh (DIN: 06559989) 1900000/-
Subrata Mukherji (DIN: 00057492) 1700000/-
Vijayalakshmi Iyer (DIN: 05242960) 1900000/-

As per the remuneration framework of the Company for the Non-executive Directorsprofit related commission of Rs 1000000/- was paid to each of the Independent Directorsduring FY2021 for their tenure during FY2020.

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:

Vijay Chandok Managing Director & CEO = 104:1

Ajay Saraf Executive Director = 48:1

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

Vinod Kumar Dhall Chairman and Independent Director = 4.53:1

Ashvin Parekh Independent Director = 6.26:1

Subrata Mukherji Independent Director = 5.82:1

Vijayalakshmi Iyer Independent Director = 6.26:1

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

(ii) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

The percentage increase in remuneration of Whole-time Directors Chief FinancialOfficer and Company Secretary was nil.

(iii) The percentage increase in the median remuneration of employees who are part ofthe 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 5.8%.

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

Employee headcount at March 31 2021 was 3766.

(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 FY2021 was around 3% while the increase in the remuneration ofthe Key Managerial Personnel was nil.

(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 (Appointment andRemuneration 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 may sendan e-mail to the Company Secretary at investors@icicisecurities.com.

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-Fifth AGM Tuesday August 11 2020 at 4:00 p.m. (IST) AGM was held through Video Conferencing/Other Audio Visual Means (Deemed venue for the AGM was the Registered Office: ICICI Centre H. T. Parekh Marg Churchgate Mumbai - 400 020) • Enhancement of the existing borrowing limit under Section 180 of the Companies Act 2013.
Twenty-Fourth AGM Friday August 2 2019 at 2:30 p.m. (IST) Rama & Sundri Watumull Auditorium Kishinchand Chellaram College Vidyasagar Principal K. M. Kundnani Chowk 124 Dinshaw Wachha Road Churchgate Mumbai - 400 020 • Re-appointment of Mr. Vinod Kumar Dhall (DIN: 02591373) as an Independent Director of the Company.
Twenty-Third AGM Thursday August 30 2018 at 2:30 p.m. (IST) Rama & Sundri Watumull Auditorium Kishinchand Chellaram College Vidyasagar Principal K. 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 Company and grant of options.
• 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.

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

During FY2021 following Special Resolutions were passed through Postal Ballot byremote e-voting system on December 17 2020:

• Enhancement of the existing borrowing limit under Section 180 of the CompaniesAct 2013; and

• Enhancement of the existing limit under Section 186 of the Companies Act 2013.

The Company followed the procedure as prescribed under the Act the Companies(Management and Administration) Rules 2014 as amended the Secretarial Standard 2issued by the Institute of Company Secretaries of India and Regulation 44 of ListingRegulations read with General Circular No. 14/2020 dated April 8 2020 General CircularNo. 17/2020 dated April 13 2020 and General Circular No. 33/2020 dated September 28 2020issued by the Ministry of Corporate Affairs (‘MCA Circulars') and other applicablelaws and regulations. The Company had sought approval of the Members on the SpecialResolutions through Postal Ballot by remote e-voting system only. The Board ofDirectors of the Company had appointed Dholakia & Associates LLP Practising CompanySecretaries as the Scrutiniser for conducting the postal ballot voting process. BhumitraV. Dholakia Designated Partner of Dholakia & Associates LLP acted as the Scrutiniserand submitted his report after completion of the scrutiny of the votes cast through postalballot voting process. Considering the results of the Postal Ballot the resolutions wereapproved on December 17 2020. The results were declared on December 18 2020 andcommunicated to the Stock Exchanges and displayed on the Company's website at thefollowing link: https://www.icicisecurities. com/Upload/ArticleAttachments/Postal_Ballot_November_2020_Voting_Results.pdf.

The details of the voting pattern are as under:

i. Enhancement of the existing borrowing limit under Section 180 of the Companies Act2013:

Total No. of Equity Shares (1) 322195110
No. of Votes Polled (2) 280522380
% of Votes polled on Outstanding shares (3) = [(2)/(1)]*100 87.0660
No. of Votes in Favour (4) 280273007
No. of Votes Against (5) 249373
% of Votes in favour on Votes polled (6)=[(4)/(2)]*100 99.9111
% of Votes Against on Votes polled (7)=[(5)/(2)]*100 0.0889

ii. Enhancement of the existing limit under Section 186 of the Companies Act 2013:

Total No. of Equity Shares (1) 322195110
No. of Votes Polled (2) 280522380
% of Votes polled on Outstanding shares (3) = [(2)/(1)]*100 87.0660
No. of Votes in Favour (4) 279810712
No. of Votes Against (5) 711668
% of Votes in favour on Votes polled (6)=[(4)/(2)]*100 99.7463
% of Votes Against on Votes polled (7)=[(5)/(2)]*100 0.2537

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 on 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 2017effective from May 7 2018 the requirement relating to ratification of appointment ofStatutory Auditors by the Members of the Company at every AGM was dispensed with.Accordingly the Members at the Twenty-Fourth AGM of the Company held on August 2 2019dispensed with the requirement of annual ratification of appointment of B S R & Co.LLP as the Statutory Auditors of the 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 had appointed M/s. MakarandM. Joshi & Co. Practicing Company Secretaries as the Secretarial Auditor of theCompany to undertake the Secretarial Audit of the Company for FY2021. The SecretarialAudit Report is given in Annexure H enclosed to this report.

There are no adverse observations in the Secretarial Audit Report.

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

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

Rs Million
FY2020 FY2021
Earnings 174.9 214.0
Outgo 384.5 401.5

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 havebeen followed in the preparation of the annual accounts and that there are no materialdepartures;

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 31 2021 and of the profit of theCompany for the year ended on that date; iii. that proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Act to safeguard the assets of the Company and to prevent and detect fraud andother 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; andvi. that proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

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 harassmentand has a formal process for dealing with complaints of harassment or discrimination. Thesaid policy is in line with relevant Act passed by the Parliament in 2013. The Companybelieves in providing a safe working environment at the workplace. On an ongoing basisthe Company creates education and awareness amongst employees. During FY2021 twocomplaints on sexual harassment were filed of which one complaint was disposed off duringthe year and one complaint is pending as at March 31 2021 and is well within thetimeline as provided under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Further the Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Employee Stock Option Scheme

ESOS 2017

Pursuant to the recommendation of the Board of Directors in their Meeting held onDecember 6 2017 the Members of the Company at the Extra-ordinary General Meeting held onDecember 8 2017 approved the ICICI Securities Limited - Employees Stock Option Scheme -2017. Subsequently ICICI Securities Limited - Employees Stock Option Scheme - 2017along-with amendments therein (‘the Scheme') was approved by the Board of Directorsof the Company in its meeting held on July 23 2018 and by the Members of the Company atthe Annual General Meeting held on August 30 2018. During the year there was no changein the scheme.

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 SEBI (Share Based EmployeeBenefits) 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 inthe Scheme. Grants will be made by the NRC based on determination of eligibility criteriaprescribed under the Scheme and vesting period will be indicated in the grant letter withminimum period of one year between the date of granting and vesting of options or suchother period as may be required under applicable laws. The options may be exercised at anytime after vesting but not exceeding five years from the date of vesting of the options oras may be determined by the NRC.

Particulars of options granted by the Company as at March 31 2021 are givenbelow:

Particulars Details
Number of options outstanding at the beginning of the year 1329300
Number of options granted during the year 1337200
Number of options forfeited/lapsed during the year 47350
Number of options vested during the year 398790
Number of options exercised during the year* 90800
Number of shares arising as a result of exercise of options 80970
Money realized by exercise of options (INR) ` if scheme is implemented directly by the company** 18498374/-
Loan repaid by the trust during the year from exercise price received Nil
Number of options outstanding at the end of the year 2528350
Number of options exercisable at the end of the year 345250

 

* number of options includes options exercised but pending allotment of shares.

** money realised do not include share application money received in respect of optionsexercised but pending allotment of shares.

Particulars of options granted by the Company during FY2021:

During FY2021 the Company granted 1337200 options to its employees includingWhole-time directors Key Managerial Personnel Senior Managerial Personnel and otheremployees.

All options were granted as per the Scheme. The stock option grant will have a vestingschedule of three years in the ratio of 30%-30%-40% starting one year from the date ofthe grant of the options. The Exercise Period would commence from the date of vesting andexpire on completion of five years from the date of vesting of Options.

The fair value of the underlying shares has been determined by an independent valuer.The calculation of fair value of grants is in accordance with the Black-Scholes optionspricing model.

The fair value of the options granted in FY2021 are given below:

Financial Year Date of Grant Fair value of the option granted (`) per share
FY2021 May 7 2020 134.04
FY2021 October 28 2020 179.55

The key assumptions used to estimate the fair value of options granted during FY2021are given below:

Risk-free interest rate 4.82% to 5.70%
Expected life 3.51 to 5.51 years
Expected volatility 46.15% to 48.78%
Expected dividend yield 2.35% to 2.76%

The relevant disclosures as per Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014 and Circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16 2015 havebeen uploaded on our website and can be accessed athttps://www.icicisecurities.com/ESOPExcelUploadRpt.aspx.

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/Upload/ArticleAttachments/Business_Responsibility_ Report_FY_2020_2021.pdf.

Integrated Reporting

The Company has adopted the principles of the International Integrated ReportingFramework as developed by the International Integrated Reporting Council (IIRC) sinceFY2019 in its Annual Report. The Annual Reports can be viewed on the website of theCompany (www.icicisecurities.com).

Change in Nature of Business if any

None

Compliance with Secretarial Standards

The Company has been in compliance with the applicable Secretarial Standards duringFY2021.

Commercial Papers

The Company continues to meet the liquidity needs primarily through short-termborrowings through Commercial Papers (‘CPs') being commercially most optimal. TheCompany also continues to list its CPs on BSE Limited (‘BSE') on an on-going basis.

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 keyawareness facility 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 having a material bearing on the Company's share price is released as perregulatory requirements. The information is also disseminated to National Stock Exchangeof India Limited (‘NSE') and 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 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 i.e.Business Standard/The Free Press Journal and in one daily newspaper published in theMarathi language i.e. Navshakti.

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

General Shareholder Information

Annual General
Day Date & Time Venue
Meeting
Twenty-Sixth AGM Wednesday August 18 2021 at 4:30 p.m. (IST) AGM will be held through Video Conferencing/Other Audio Visual Means (Deemed venue for the AGM will be Stanrose House Appasaheb Marathe Marg Prabhadevi Mumbai - 400 025).

Financial Year: April 1 2020 to March 31 2021

Book Closure: Thursday August 12 2021 to Wednesday August 18 2021 (both daysinclusive)

Dividend Payment Date: On or before September 17 2021

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 FY2021 to NSE and BSE where its equityshares are listed. Further the Company continues to make necessary payment of listingfees to BSE at the time of listing of Commercial Papers.

Market Price Information

The reported high and low prices and volume of equity shares of the Company traded fromApril 1 2020 to March 31 2021 on NSE and BSE are set out in the following table:

Month NSE BSE Total Volume on NSE and BSE
High (in `) Low (in `) Volume High (in `) Low (in `) Volume
April 2020 373.05 272.00 7590349 372.10 272.15 423638 8013987
May 2020 430.00 342.05 11158913 429.00 343.10 452785 11611698
June 2020 496.55 381.40 11215930 496.05 371.00 598480 11814410
July 2020 568.90 445.05 16597964 568.75 445.00 932710 17530674
August 2020 512.40 445.80 25459762 511.90 446.00 2021548 27481310
September 2020 496.00 425.00 8036654 495.05 425.25 708053 8744707
October 2020 498.80 415.00 7580989 496.90 415.00 351481 7932470
November 2020 473.85 430.00 5594757 473.70 430.00 448792 6043549
December 2020 484.85 415.85 18278059 484.90 416.65 906467 19184526
January 2021 472.65 401.45 16353884 472.85 357.00 995263 17349147
February 2021 436.30 395.20 12604851 436.10 395.25 1083021 13687872
March 2021 423.00 376.90 11165860 422.75 377.00 757313 11923173

The performance of the Company's equity shares relative to the S&P BSE SensitiveIndex (Sensex) and NIFTY 50 during the period April 1 2020 to March 31 2021 is given inthe following chart:

Share Transfer System

KFin Technologies Private Limited is the Registrar and Share Transfer Agent of theCompany. The Company's shares are compulsorily traded in demat mode on NSE and BSE.

Link Intime India Private Limited is the Registrar and Transfer Agent of the Companyfor the purpose of issuance of Commercial Papers.

The entire Promoters' holding is in dematerialised form and the same is in line withthe directives issued by SEBI. As at March 31 2021 the entire paid-up equity sharecapital of the Company (except 105 equity shares) is held in dematerialised form.

Registrar and Transfer Agents

The address of KFin Technologies Private Limited the Company's Registrar and ShareTransfer Agent is as follows:

KFin Technologies Private Limited Selenium Tower B Plot 31 & 32

Financial District Nanakramguda Serilingampally Mandal Hyderabad - 500 032Telangana E-mail id: einward.ris@kfintech.com Toll Free No.: 1800-309-4001

Information on shareholding

Shareholding pattern of the Company at March 31 2021:

Sr. No. Category Number of shares % of total number of shares
1. Promoters 241652692 75.00
2. Mutual Funds 18187985 5.64
3. Alternate Investment Funds 4427657 1.37
4. Foreign Portfolio Investors 12056474 3.74
5. Financial Institutions 38444 0.01
6. Qualified Institutional Buyers 6462088 2.01
7. NBFCs registered with RBI 900 0.00
8. Individuals 30068811 9.33
9. Trusts 306315 0.10
10. Non-Resident Indian (NRI) 2282922 0.71
11. Clearing Members 989894 0.31
12. Bodies Corporate 4801427 1.49
13. HUF 946761 0.29
Total 322222370 100.00

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

Sr. No. Name of the Shareholder Number of shares % of total number of shares
1. ICICI Prudential Mutual Fund (under its various Schemes) 6547849 2.03
2. IDFC Mutual Fund (under its various Schemes) 3980600 1.24
3. HDFC Life Insurance Company Limited 3242389 1.01

Distribution of shareholding of the Company at March 31 2021

Category (in ` ) No. of Folios % of Members Total Shares % of shares
1 - 5000 152611 96.74 16013542 4.97
5001 - 10000 2825 1.79 3961454 1.23
10001 - 20000 1171 0.74 3253380 1.01
20001 - 30000 386 0.24 1889700 0.59
30001 - 40000 186 0.12 1300989 0.40
40001 - 50000 108 0.07 997045 0.31
50001 - 100000 221 0.14 3123213 0.97
100001 & Above 239 0.15 291683047 90.52
Total 157747 100.00 322222370 100.00

Disclosures with respect to demat suspense account/unclaimed suspense account

There were no shares lying in the demat suspense account/ unclaimed suspense accountduring FY2021.

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 is exposed to foreign exchange risk on account of its proprietarypositions. Also in the capacity of trading/clearing member the Company is exposed toforeign exchange risk as well as commodity price risk on account of its customers'positions. Foreign exchange risk of proprietary positions is managed by applying theoverall open position limit and various other risk limits approved by the Risk ManagementCommittee. Commodity price risk and 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 the equityshares: KFin Technologies Private Limited Unit: ICICI Securities Limited Selenium Tower BPlot 31 & 32 Financial District Nanakramguda Serilingampally Mandal Hyderabad -500 032 Telangana E-mail id: einward.ris@kfintech.com Toll Free No.: 1800-309-4001

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 2288 2460/70 Fax No.: +91 222288 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 thewebsite of the Company.

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 SEBI or any other statutory authority for any non-compliance on any matterrelating to capital markets during the last three years.

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

Non-compliance of any requirement of Corporate Governance Report as per Schedule V (C)(2) to (10) of Listing Regulations

NIL

Adoption of Mandatory and Non-Mandatory Requirements

The Company has complied with all mandatory requirements specified in Regulations 17 to27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and some of thenon-mandatory requirements pertaining to Corporate Governance stipulated under ListingRegulations.

The Company has adopted following non-mandatory requirements:

1. Financial Statements with unmodified audit opinion; and

2. 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 deliveryof Notice of AGM Annual Report and Postal Ballot Notices to those Members whose e-mailIDs are registered with the Company/Registrar and Share Transfer Agent of theCompany/respective Depository Participants viz. NSDL/CDSL. The Act and theunderlying rules as well as Regulation 36 of Listing Regulations permit the disseminationof financial statements and annual report in electronic mode to the Members. YourDirectors are thankful to the Members for actively participating in the Green Initiativeand seek your continued support for implementation of the Green Initiative. In order tosupport the cause we will continue to request members to register/ update their e-mailids with their Depository Participants so as to enable the Company to send variouscommunications through electronic mode. We believe and endorse the ‘Green Initiative'as it would not only rationalise the use of paper but also ensure prompt communicationavoid 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 andalso expresses their warm appreciation to all the employees of the Company for theircommendable teamwork professionalism and contribution during the year. The Directorsextend their sincere thanks to the clients of the Company for their support.

Awards & Recognition

1. Best Customer Experience of the Year - by ETBFSI Excellence Awards 2020 (forICICIdirect Global platform)

2. Outstanding Private Banking Technology Platform Offering - by Private BankerInternational Private Banking & Wealth Management London Awards 2020

3. Private Wealth Management Experts of the Year – India - by APAC InsiderBusiness Awards 2020

4. Digital Wealth Manager of the Year – India - by The Asset Triple A DigitalAwards 2021

For and on behalf of the Board
Sd/-
Vinod Kumar Dhall
Date: April 21 2021 DIN: 02591373
Place: Noida Chairman

.