-
ICICI Prudential Life Insurance Company Limited
1st and 2
nd Floor, Cnergy IT Park, Appasaheb Marathe Marg, Prabhadevi,
Mumbai - 400025.
Regd. Office : ICICI PruLife Towers, 1089, Appasaheb Marathe
Marg, Prabhadevi, Mumbai - 400025. India. Visit us
at www.iciciprulife.com
Phone: +91 22 5039 1600, Fax: +91 22 2422 4484, Email:
[email protected]
CIN : L66010MH2000PLC127837
July 15, 2020
General Manager
Listing Department
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai 400 001
Vice President
Listing Department
National Stock Exchange of India Limited
‘Exchange Plaza’,
Bandra-Kurla Complex,
Bandra (East), Mumbai 400 051
Dear Sir/Madam,
Subject: Notice of the 20th
Annual General Meeting (AGM) and the Annual
Report of the Company for the FY2020
Pursuant to the requirement specified in Regulation 30 read with
Schedule Ill of the
Securities and Exchange Board of India (Listing Obligation and
Disclosure Requirements)
Regulations, 2015 (SEBI-LODR) and in accordance with Regulation
34 of SEBI- LODR and
relevant circulars dated May 5, 2020, April 8, 2020 and April
13, 2020 issued by the Ministry
of Corporate Affairs (‘MCA Circulars’), we enclose herewith the
Notice of the 20th
Annual
General Meeting of the Company, to be held on Friday, August 7,
2020, at 3.30 p.m. IST,
through Video Conference / Other Audio Visual Means facility and
without the physical
presence of the Members at a common venue, along with the Annual
Report of the
Company for FY2020.
The said Notice of AGM and Annual Report has been uploaded on
the website of the
Company at:
About us> Shareholder Information> Notices> AGM Notice
FY 2020 click here
About us> Investor Relations> Financial Information>
Annual Reports> FY2020 click
here
Thanking you,
Yours sincerely,
For ICICI Prudential Life Insurance Company Limited
Vyoma Manek
Company Secretary
ACS 20384
Encl.: As above
https://www.iciciprulife.com/content/dam/icicipru/about-us/AGM-EGM/AGM/AGM_Notice_FY2020.pdfhttps://www.iciciprulife.com/content/dam/icicipru/about-us/FinancialInformation/AnnualReports/FY2020-AnnualReport.pdfhttps://www.iciciprulife.com/content/dam/icicipru/about-us/FinancialInformation/AnnualReports/FY2020-AnnualReport.pdf
-
NOTICE
1
Notice
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITEDCIN:
L66010MH2000PLC127837
Regd. Office: 1089, Appasaheb Marathe Marg, Prabhadevi, Mumbai -
400 025, IndiaTel: 022 5039 1600; Fax: 022 2422 4484
www.iciciprulife.com; [email protected]
Notice is hereby given that the 20th Annual General Meeting
(“AGM”) of the Members of ICICI Prudential Life Insurance Company
Limited (“the Company”) will be held on Friday, August 7, 2020, at
3.30 p.m. IST, through Video Conference (VC)/ Other Audio Visual
Means (OAVM) facility, to transact the following business:
ORDINARY BUSINESS1. To receive, consider and adopt:
a. The standalone Audited Revenue Account, Profit and Loss
Account and Receipts and Payments Account of the Company for the
financial year ended March 31, 2020, the Balance Sheet as at that
date, together with the Reports of the Directors and Auditors.
b. The consolidated Audited Revenue Account, Profit and Loss
Account and Receipts and Payments Account of the Company for the
financial year ended March 31, 2020, the Balance Sheet as at that
date, together with the Reports of the Auditors.
2. To appoint a Director in place of Mr. Sandeep Batra (DIN:
03620913), who retires by rotation and, being eligible, offers
himself for re-appointment.
3. To consider and, if thought fit, to pass, the following
resolution as an Ordinary Resolution:
RESOLVED THAT an audit remuneration of ` 9.90 million each i.e.
total remuneration of ` 19.80 million plus applicable taxes and
reimbursement of out of pocket expenses (subject to five percent of
audit remuneration), if any, incurred by the Joint Statutory
Auditors, be paid to M/s Walker Chandiok & Co LLP bearing
registration number 001076N/N500013 and BSR & Co. LLP, bearing
registration number 101248W/W-100022, in connection with the audit
of the accounts of the Company for the financial year 2020-21.
RESOLVED FURTHER THAT the Board of Directors or the Board Audit
Committee of the Company be and are hereby authorised to modify and
finalise the remuneration of the Joint Statutory Auditor(s), hence,
for the rest of their term.
SPECIAL BUSINESS4. To consider, and if thought fit, to pass, the
following resolution as an
Ordinary Resolution:
RESOLVED THAT pursuant and subject to the provisions of Section
34A and other applicable provisions, if any, of the Insurance Act,
1938 (including any amendment, variation, statutory modifications
or re-enactment thereof for the time being in force), subject to
the approval of the Insurance Regulatory and Development Authority
of India (IRDAI) and other applicable provisions, if any, of the
Companies Act, 2013 (the “Act”) (including any amendment,
variation, statutory modifications or re-enactment thereof for the
time being in force) and provisions of the Articles of Association
of the Company, the remuneration of Mr. N. S. Kannan (DIN:
00066009), Managing Director & Chief Executive Officer (“MD
& CEO”), be and is hereby approved, as under with effect from
April 1, 2020:
a. Basic salary: ` 24,467,040/- per annum.
b. Allowances: ` 17,380,764/- per annum, including but not
limited to supplementary allowance, meal allowance, gift allowance
and other allowances.
c. Perquisites and non-cash benefits (evaluated as per
Income-tax Rules, wherever applicable and at actual cost to the
Company in other cases): Perquisites and non-cash benefits which
are considered as part of Fixed Pay: group term life insurance,
group personal accident insurance, group mediclaim, domiciliary
medical reimbursement, corporate car, corporate club membership,
interest subsidy on housing loan, furnishings, utilities (such as
gas and electricity), scholarship for children’s education,
financial support to cover expenses for children with special needs
and other such non-cash perquisites and benefits, as applicable
from time to time, and as may be determined by the Board of
Directors or the Board Nomination and Remuneration Committee in
accordance with the Compensation and Benefits Policy of the
Company. Other perquisites and non-cash benefits not considered as
part of Fixed Pay include: business club membership, executive
health checkup, drivers, fuel for car, motor insurance and
-
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
2 3
maintenance of car, company assets and enablement for home
office, mobile reimbursement, privilege leave encashment and other
such perquisites and non-cash benefits, including employee stock
options under the Revised Scheme (Employee Stock Option Scheme 2005
as approved by Members on July 17, 2017) of the Company and the
ICICI Bank Employee Stock Option Scheme – 2000, if any, as
applicable from time to time, and as may be determined by the Board
of Directors or the Board Nomination and Remuneration Committee in
accordance with the Compensation and Benefits Policy of the
Company.
d. Retirals: ` 8,644,200/- per annum (includes Provident Fund
and Gratuity; and Superannuation with an option to cash out).
e. Performance Bonus would be maximum of 70% of the Fixed Pay,
as defined in the Compensation & Benefits Policy as approved by
the Board (which includes basic pay, allowances, non-cash benefits
and perquisites, contribution towards superannuation/ retirals and
any other form of non-cash benefits & perquisites including
reimbursable benefits & perquisites with monetary ceilings) and
as may be determined by the Board of Directors or the Board
Nomination and Remuneration Committee in accordance with the
Compensation and Benefits Policy of the Company. Should the bonus
be more than 50% of Fixed Pay, 60% of the bonus would be paid
upfront and balance 40% equally deferred over the next three
years.
RESOLVED FURTHER THAT the Board of Directors of the Company,
(including the Board Nomination & Remuneration Committee), be
and are hereby authorised from time to time, to settle all
questions or difficulties that may arise in connection with or
incidental to give effect to the above resolution, including
revising the aforementioned remuneration, including perquisites,
stock options, and/or other benefits, as may be required and
approved by IRDAI.
RESOLVED FURTHER THAT the other terms of employment of Mr. N. S.
Kannan to the extent not amended or modified herein shall remain
unchanged and further the Board of Directors (including the Board
Nomination & Remuneration Committee) be and are hereby
authorised to do all such acts, deeds, matters and things, as they
may consider necessary, expedient or desirable for giving effect to
this resolution.
5. To consider, and if thought fit, to pass, the following
resolution as an Ordinary Resolution:
RESOLVED THAT pursuant and subject to the provisions of Section
34A and other applicable provisions, if any, of the Insurance Act,
1938 (including any amendment, variation, statutory modifications
or re-enactment thereof for the time being in force), subject to
the approval of the Insurance Regulatory and Development Authority
of India (IRDAI), and other applicable provisions, if any, of the
Companies Act, 2013 (the “Act”) (including any amendment,
variation, statutory modifications or re-enactment thereof for the
time being in force), and provisions
of the Articles of Association of the Company, the remuneration
of Mr. Puneet Nanda (DIN: 02578795), wholetime Director, designated
as Deputy Managing Director, be and is hereby approved on a
proportionate basis for the period effective April 1, 2020 to June
14, 2020:
a. Basic Salary: ` 15,939,000/- per annum.
b. Allowances: ` 17,010,000/- per annum, including but not
limited to supplementary allowance, meal allowance, gift allowance
and other allowances.
c. Perquisites and non-cash benefits (evaluated as per
Income-tax Rules, wherever applicable and at actual cost to the
Company in other cases): Perquisites and non-cash benefits which
are considered as part of Fixed Pay: group term life insurance,
group personal accident insurance, group mediclaim, domiciliary
medical reimbursement, corporate car, corporate club membership,
interest subsidy on housing loan, furnishings, utilities (such as
gas and electricity), scholarship for children’s education,
financial support to cover expenses for children with special needs
and other such non-cash perquisites and benefits as applicable from
time to time, and as may be determined by the Board of Directors or
the Board Nomination and Remuneration Committee in accordance with
the Compensation and Benefits Policy of the Company. Other
perquisites and non-cash benefits not considered as part of Fixed
Pay include: business club membership, executive health checkup,
drivers, fuel for car, motor insurance and maintenance of car,
company assets and enablement for home office, mobile
reimbursement, privilege leave encashment, and other such
perquisites and non-cash benefits, including employee stock options
under the Revised Scheme (Employee Stock Option Scheme 2005 as
approved by Members on July 17, 2017) of the Company and the ICICI
Bank Employee Stock Option Scheme – 2000, if any, as applicable
from time to time, and as may be determined by the Board of
Directors or the Board Nomination and Remuneration Committee in
accordance with the Compensation and Benefits Policy of the
Company.
d. Retirals: ` 3,240,396/- per annum (includes Provident Fund
and Gratuity).
e. Performance Bonus would be maximum of 70% of the Fixed Pay,
as defined in the Compensation & Benefits Policy as approved by
the Board (which includes basic pay, allowances, non-cash benefits
and perquisites, contribution towards superannuation/ retirals and
any other form of non-cash benefits & perquisites including
reimbursable benefits & perquisites with monetary ceilings) and
as may be determined by the Board of Directors or the Board
Nomination and Remuneration Committee in accordance with the
Compensation and Benefits Policy of the Company. Should the bonus
be more than 50% of Fixed Pay, 60% of the bonus would be paid
upfront and balance 40% equally deferred over the next three
years.
-
NOTICE
3
RESOLVED FURTHER THAT the Board of Directors of the Company,
(including the Board Nomination & Remuneration Committee), be
and are hereby authorised from time to time, to settle all
questions or difficulties that may arise in connection with or
incidental to give effect to the above resolution, including
revising the aforementioned remuneration, including perquisites,
stock options, and/or other benefits, as may be required and
approved by IRDAI.
RESOLVED FURTHER THAT the other terms of employment of Mr.
Puneet Nanda to the extent not amended or modified herein remained
unchanged and further the Board of Directors (including the Board
Nomination & Remuneration Committee) be and are hereby
authorised to do all such acts, deeds, matters and things, as they
may consider necessary, expedient or desirable for giving effect to
this resolution.
.6. To consider, and if thought fit, to pass, the following
resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149, 152
and other applicable provisions, if any, of the Companies Act, 2013
(“the Act”) read with Schedule IV to the Act (including any
statutory modification(s) or re-enactment(s) thereof, for the time
being in force) and the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended from time to time, Mr. M. S.
Ramachandran (DIN: 00943629), who holds office of Independent
Director till June 28, 2021 and who has submitted a declaration
that he meets the criteria for independence as provided under
Section 149(6) of the Act and Regulation 16(1)(b) of the Securities
Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015 and in respect of whom the Company
has received a notice in writing from a member proposing his
candidature for the office of the Director of the Company, be and
is hereby re-appointed as an Independent Director of the Company,
not liable to retire by rotation, for a second term of five
consecutive years commencing from June 29, 2021 till June 28,
2026.
7. To consider, and if thought fit, to pass the following
resolution as a Special Resolution:
RESOLVED THAT pursuant to Regulation 17(1A) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the provisions of the Companies
Act, 2013 (including any statutory modification(s) or re-enactment
thereof for the time being in force) and the rules made thereunder
and other applicable provisions, if any, and in furtherance to the
approval of the Members accorded, at its Meeting held on July 17,
2019, for continuation of the directorship of Mr. M. S.
Ramachandran (DIN: 00943629) after attaining the age of seventy
five (75) years, as an Independent Director of the Company, till
June 28, 2021, approval of the Members be and is hereby accorded to
Mr. M. S. Ramachandran to continue as the director of the Company
till June 28, 2026, subject to other necessary approvals.
NOTES
1. The relevant Explanatory Statement pursuant to section 102(1)
of the Companies Act, 2013, setting out the material facts
concerning ordinary and special business in respect of item nos. 3
to 7 as set out above is annexed hereto.
2. In view of the outbreak of the COVID-19 pandemic, Ministry of
Corporate Affairs (MCA), vide Circular No. 20/2020 dated May 05,
2020 read with Circular No. 14/2020 dated April 08, 2020 and
Circular No.17/2020 dated April 13, 2020 (“MCA Circulars”)
companies are permitted to hold their AGM through Video
Conferencing (VC)/ Other Audio Visual Means (OAVM) for the calendar
year 2020.
3. In compliance with applicable provisions of the Companies
Act, 2013 read with MCA Circulars, the 20th Annual General Meeting
of the Company is being conducted through VC/ OAVM, without the
physical presence of the Members at a common venue. The deemed
venue for this AGM shall be the registered office of the
Company.
4. In terms of the MCA Circulars, since the physical attendance
of Members has been dispensed with, there is no requirement of
appointment of proxies. Accordingly, the facility of appointment of
proxies by Members under Section 105 of the Act will not be
available for this AGM. However, the Body Corporates are entitled
to appoint authorised representatives to attend the AGM through
VC/OAVM and participate thereat and to cast their votes through
e-voting.
5. Corporate/Institutional Members (i.e. other than Individuals,
HUF, NRI, etc.) are required to send scanned certified true copy
(PDF Format) of the Board Resolution/Authority Letter, etc.
together with attested specimen signature(s) of the duly authorised
representative(s), to the Scrutiniser by email to
[email protected] with a copy marked to [email protected].
6. Members can login and join the AGM 30 (thirty) minutes prior
to the scheduled time to start the AGM and the window for joining
shall be kept open till the expiry of 30 (thirty) minutes after the
scheduled time to start the AGM, on first-come-first-serve basis.
However, the participation of large members (members holding 2% or
more shareholding), promoters, institutional investors, directors,
key managerial personnel, the chairpersons of the Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship
Committee and auditors can attend the Meeting without restriction
of first-come-first-serve basis. Instructions and other information
for Members for attending the AGM through VC/OAVM are given in this
Notice under Note No. 24.
7. The attendance of the Members attending the AGM through
VC/OAVM will be counted for the purpose of reckoning the quorum
under Section 103 of the Companies Act, 2013.
8. Pursuant to Regulation 36(3) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and clause 1.2.5 of Secretarial Standard 2, the
information
-
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
4 5
about the Directors proposed to be appointed/re-appointed and
the Directors to whom revised remuneration is proposed to be paid,
in the ensuing AGM, is given in the Annexure I to the Notice.
9. THE COMPANY’S REGISTRAR & TRANSFER AGENTS FOR ITS SHARE
REGISTRY (BOTH, PHYSICAL AS WELL AS ELECTRONIC) IS KFIN
TECHNOLOGIES PRIVATE LIMITED (FORMERLY KNOWN AS KARVY FINTECH
PRIVATE LIMITED) (“KFIN/REGISTRAR/RTA”) HAVING ITS OFFICE AT
SELENIUM TOWER B, PLOT 31-32, GACHIBOWLI, FINANCIAL DISTRICT,
NANAKRAMGUDA, HYDERABAD 500 032, UNIT: ICICI PRUDENTIAL LIFE
INSURANCE COMPANY LIMITED.
10. The Securities and Exchange Board of India (“SEBI”) has
mandated the submission of Permanent Account Number (PAN) by every
participant in the securities market. Members holding shares in
electronic mode are, therefore, requested to submit their PAN to
their DPs with whom they are maintaining their demat accounts.
Members holding shares in physical mode can submit their PAN to
KFin.
11. All statutory registers and the documents referred to in the
Notice and Explanatory Statement will also be available for
electronic inspection without any fee by the Members from the date
of circulation of this Notice up to the date of AGM, i.e. August 7,
2020. Members seeking to inspect such documents can send an email
to [email protected].
12. In case of joint holders attending the Meeting, only such
joint holder who is higher in the order of names will be entitled
to vote.
13. In line with the MCA Circular No. 17/2020 dated April 13,
2020, the Notice calling the AGM has been uploaded on the website
of the Company at www.iciciprulife.com. The Notice can also be
accessed from the websites of the Stock Exchanges i.e. BSE Limited
and National Stock Exchange of India Limited at www.bseindia.com
and www.nseindia.com respectively and is also available on the
website of e-voting agency NSDL (agency for providing the Remote
e-Voting facility) i.e. www.evoting.nsdl.com.
14. Copies of the Annual Report for the financial year 2019-20
and Notice of AGM is being sent only by e-mail to the Members and
to all other persons so entitled and who have registered their
email addresses with the Depository Participant (DP)/Company’s
Registrar and Transfer Agent (RTA) or the Company for this purpose.
Members of the Company holding shares either in physical form or in
dematerialised forms as on benpos date i.e. July 10, 2020 will
receive Notice of the AGM along with the Annual Report for the
financial year 2019-20 through electronic mode. In this regard, the
Company has published a notice by way of an advertisement as per
MCA Circular dated May 5, 2020.
15. Members holding shares in physical form, are requested to
notify any changes in their address to the Company’s Registrar
& Share Transfer Agent. Members are requested to quote their
Folio No. or DP ID / Client ID, in case shares are in physical /
dematerialized
form, as the case may be, in all correspondence with the Company
/ Registrar and Share Transfer Agent.
16. As per Regulation 40 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, securities of listed companies can
be transferred only in dematerialised form with effect from April
1, 2019, except in case of request received for transmission or
transposition of securities. In view of this and to eliminate all
risks associated with physical shares, Members holding shares in
physical form are requested to consider converting their holdings
to dematerialised form.
17. Members holding shares in physical mode are advised to make
nomination in respect of their shareholding in the Company in the
nomination form (SH-13), by writing to RTA. Members holding shares
in electronic mode may contact their respective DPs for availing
the nomination facility.
18. Non-Resident Indian Members are requested to inform their
respective DPs, immediately of:
A. Change in their residential status on return to India for
permanent settlement.
B. Particulars of their bank account maintained in India with
complete name, branch, account type, account number and address of
the bank with pin code number, if not furnished earlier.
19. The Company has uploaded the details of unpaid and unclaimed
dividend amounts on its website. Members who have not encashed the
dividend so far are requested to write to KFin, who shall arrange
to send the unclaimed dividend amount. Members are requested to
note that dividends which are not claimed within seven (7) years
from the date of transfer to the Company’s Unpaid Dividend Account,
will, as per the provisions of Section 124 of the Companies Act,
2013 and rules made thereunder, be transferred to the Investor
Education and Protection Fund (‘IEPF’); the unclaimed dividend for
the financial year ended March 31, 2013 and March 31, 2014, would
be transferred to the IEPF in FY2020-21.
20. In terms of the aforesaid MCA Circulars, the business set
out in the Notice will be transacted through electronic voting
system and the Company shall provide the facility of voting by
electronic means. Instructions and other information relating to
e-voting are given in this Notice under Note No. 21 & 22.
21. Information and Other Instructions relating to E-Voting:
a. Pursuant to the provisions of Section 108 of the Companies
Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations
2015 (as amended), and the Circulars issued by the Ministry of
Corporate Affairs dated April 08, 2020, April
-
NOTICE
5
13, 2020 and May 05, 2020 the Company is providing facility of
remote e-voting to its Members in respect of the business to be
transacted at the AGM. For this purpose, the Company has engaged
National Securities Depository Limited (NSDL) for facilitating the
voting through electronic means, as the authorised agency.
b. A person, whose name is recorded in the register of members
or in the register of beneficial owners maintained by the
depositories as on the cut-off date, i.e. July 31, 2020 only shall
be entitled to cast their vote either through remote e-voting or
through e-voting at the AGM.
c. The voting rights of the Members shall be in proportion to
their share in the paid up share capital of the Company as on the
cut-off date.
d. The cut-off date i.e. July 31, 2020, is the date on which the
right of voting of the Members shall be reckoned and a person who
is not a Member as on the cut-off date should treat this Notice for
information purposes only.
e. The remote e-voting period will commence at 9.00 a.m. IST on
Monday, August 3, 2020 and will end at 5.00 p.m. IST on Thursday,
August 6, 2020.
f. At the end of the remote e-voting period, the facility shall
forthwith be blocked.
g. Once the vote on a resolution is cast by Member, the Member
shall not be allowed to change it subsequently or cast the vote
again.
h. Any person, who acquires shares of the Company and becomes a
Member of the Company after sending of the Notice and holding
shares as of the cut-off date, may obtain the login ID and password
by sending a request at [email protected]. However, if he/she is
already registered with NSDL for remote e-voting then he/she can
use his/her existing User ID and password for casting the vote.
i. The Company has appointed Mehta & Mehta, Company
Secretaries, as the Scrutiniser, to scrutinise the entire e-voting
process. Ms. Ashwini Inamdar (Membership No. F 9409), Partner and
failing her, Mr. Atul Mehta (Membership No. F 5782), Partner, will
represent Mehta & Mehta, Company Secretaries. The Scrutiniser
shall, within 48 hours from the conclusion of the AGM, make a
consolidated Scrutiniser’s Report of the total votes cast in favour
or against, if any, to the Chairman or a person authorised by him.
The Chairman or a person authorised by him shall declare the result
of the voting forthwith.
j. The result declared along with the Scrutiniser’s Report shall
be placed on the Company’s website www.iciciprulife.com and on the
website of NSDL www.evoting.nsdl.com immediately. The Company shall
simultaneously forward the results to National Stock Exchange of
India Limited and BSE Limited, where the shares of the Company are
listed.
The details of the process and manner for remote e-voting are
explained herein below:
Step 1: Log-in to NSDL e-voting system at
https://www.evoting.nsdl.com/
Step 2: Cast your vote electronically on NSDL e-voting
system.
Details on Step 1 are mentioned below:
How to Log-in to NSDL e-voting website?
I. Visit the e-voting website of NSDL. Open the web browser by
typing the following URL: https://www.evoting.nsdl.com/ either on a
personal computer or on a mobile.
II. Once the home page of e-voting system is launched, click on
the icon “Login” which is available under “Shareholders”
section.
III. A new screen will open. You will have to enter your User
ID, your Password and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS,
you can log-in at https://eservices.nsdl.com/ with your existing
IDEAS login. Once you log-in to NSDL eservices after using your
log-in credentials, click on e-voting and you can proceed to Step 2
i.e. cast your vote electronically.
IV. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who hold shares in demat account with NSDL.
8 Character DP ID followed by 8 Digit Client IDFor example if
your DP ID is IN300*** and Client ID is 12****** then your user ID
is IN300***12******.
b) For Members who hold shares in demat account with CDSL.
16 Digit Beneficiary IDFor example if your Beneficiary ID is
12************** then your user ID is 12**************
c) For Members holding shares in Physical Form
EVEN Number followed by Folio Number registered with the
companyFor example if folio number is 001*** and EVEN is 101456
then user ID is 101456001***
V. Your password details are given below:
a. If you are already registered for e-voting, then you can use
your existing password to login and cast your vote.
b. If you are using NSDL e-voting system for the first time, you
will need to retrieve the ‘initial password’ which was communicated
to you by NSDL. Once you retrieve your ‘initial password’, you need
to enter the ‘initial password’ and the system will force you to
change your password.
-
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
6 7
c. How to retrieve your ‘initial password’?
i) If your email ID is registered in your demat account or with
the company, your ‘initial password’ is communicated to you on your
email ID. Trace the email sent to you from NSDL in your mailbox
from [email protected]. Open the email and open the attachment i.e.
a .pdf file. Open the .pdf file. The password to open the .pdf file
is your 8 digit client ID for NSDL account, last 8 digits of client
ID for CDSL account or folio number for shares held in physical
form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.
ii) In case you have not registered your email address with the
Company/ Depository, please follow instructions mentioned below in
this notice.
VI. If you are unable to retrieve or have not received the
‘initial password’ or have forgotten your password:
a. Click on “Forgot User Details/Password?” (If you are holding
shares in your demat account with NSDL or CDSL) option available on
www.evoting.nsdl.com.
b. “Physical User Reset Password?” (If you are holding shares in
physical mode) option available on www.evoting.nsdl.com.
c. If you are still unable to get the password by aforesaid two
options, you can send a request at [email protected] mentioning
your demat account number/folio number, your PAN, your name and
your registered address.
d. Members can also use the one-time password (OTP) based login
for casting the votes on the e-Voting system of NSDL.
VII. After entering your password, click on Agree to “Terms and
Conditions” by selecting on the check box.
VIII. Now, you will have to click on “Login” button.
IX. After you click on the “Login” button, Home page of e-voting
will open.
Details on Step 2 are mentioned below:
How to cast your vote electronically on NSDL e-voting
system?
I. After successful login at Step 1, you will be able to see the
Home page of e-voting. Click on e-voting. Then, click on Active
Voting Cycles.
II. After clicking on Active Voting Cycles, you will be able to
see “EVEN” of all the companies in which you are holding shares and
whose voting cycle is in active status.
III. Select “EVEN” of the Company.
IV. Now you are ready for e-voting as the Voting page opens.
V. Cast your vote by selecting appropriate options i.e. assent
or dissent, verify/modify the number of shares for which you wish
to cast your vote and click on “Submit” and also “Confirm” when
prompted.
VI. Upon confirmation, the message “Vote cast successfully” will
be displayed.
VII. You can also take the printout of the votes cast by you by
clicking on the print option on the confirmation page.
VIII. Once you confirm your vote on the resolution, you will not
be allowed to modify your vote.
General Guidelines for Members
I. Members desirous of getting any information about the
accounts and/or operations of the Company are requested to write to
the Company at [email protected] at least seven days before
the date of the Meeting to enable the Company to keep the
information ready at the Meeting.
II. It is strongly recommended not to share your password with
any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon
five unsuccessful attempts to key in the correct password. In such
an event, you will need to go through the “Forgot User
Details/Password?” or “Physical User Reset Password?” option
available on https://www.evoting.nsdl.com to reset the
password.
III. In case of any queries relating to e-voting you may refer
to the FAQs for Shareholders and e-voting user manual for
Shareholders available at the download section of
https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990
or send a request at [email protected].
IV. In case of any grievances connected with facility for
e-voting, please contact Ms. Pallavi Mhatre, Manager, NSDL, 4th
Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat
Marg, Lower Parel, Mumbai 400 013. Email: [email protected]/
[email protected], Tel: 91 22 2499 4545/ 1800-222-990.
22. Instructions for members for e-voting on the day of the AGM
are as under:-
a. The procedure for e-voting on the day of the AGM is same as
the instructions mentioned above for remote e-voting read with the
general instructions provided for the same.
b. Only those Members, who will be present in the AGM through
VC/OAVM facility and have not cast their vote on the Resolutions
through remote e-Voting and are otherwise not barred from doing so,
shall be eligible to vote through e-Voting system in the AGM.
-
NOTICE
7
c. Members who have voted through remote e-voting will be
eligible to attend the AGM. However, they will not be eligible to
vote at the AGM.
d. The details of the person who may be contacted for any
grievances connected with the facility for e-Voting on the day of
the AGM shall be the same person mentioned for Remote e-voting.
23. Process for those Members whose email ids are not registered
with the depositories for procuring user id and password and
registration of email ids for e-voting for the resolutions set out
in this notice:
a. In case shares are held in physical mode, Members may obtain
the login ID and password by sending scanned copy of : i) a signed
request letter mentioning your name, folio number and complete
address (including email); ii) the share certificate (front and
back) and iii) the PAN Card and any one document (such as Driving
License, Bank Statement, Election Card, Passport, etc.) in support
of the address of the Member as registered with the Company; to the
email address of the Company i.e. [email protected] with a
copy to [email protected].
b. In case shares are held in demat mode, Members may obtain the
login ID and password by sending scanned copy of: i) a signed
request letter mentioning your name, DPID-CLID (16 digit DPID +
CLID or 16 digit beneficiary ID); ii) client master or copy of
Consolidated Account statement and iii) the PAN Card, to the email
address of the Company [email protected] with a copy to
[email protected].
c. Alternatively, Member may send an e-mail request to
[email protected] for obtaining User ID and Password by proving
the details mentioned in Point (1) or (2) as the case may be.
24. Instructions for members for attending the AGM through
VC/OAVM are as under:
a. Members will be able to attend the AGM through VC / OAVM or
view the live webcast of AGM provided by NSDL at
https://www.evoting.nsdl.com by using their remote e-voting login
credentials. The link for VC/OAVM will be available in Members
login where the EVEN of Company will be displayed. Members who do
not have the User ID and Password for e-Voting or have forgotten
the User ID and Password may retrieve the same by following the
remote e-Voting instructions mentioned in the Notice to avoid last
minute rush. Further, Members can also use the OTP based login for
logging into the e-Voting system of NSDL.
b. Members are encouraged to join the Meeting through laptops
for better experience.
c. Please note that Participants connecting from mobile devices
or tablets or through laptop connecting via mobile hotspot may
experience audio/video loss due to fluctuation in their respective
network. It is therefore recommended to use stable Wi-Fi or LAN
connection to mitigate any kind of aforesaid glitches.
d. Members who would like to express their views/ask questions
during the AGM may register themselves as a speaker by sending
their request from their registered e-mail id mentioning their
name, demat account number/folio number and mobile number at
[email protected] at least 48 (forty eight) hours in
advance before the start of the AGM.
e. Those Members who have registered themselves as a speaker
will only be allowed to express their views/ask questions during
the AGM. Further, those Members who have not registered themselves
as a speaker, but desirous of expressing their views/ask questions
during the AGM, may be allowed to do so, through chat box option.
The Company reserves the right to restrict the number of speakers
depending on the availability of time for the AGM.
f. Members who are desirous of expressing their views/ask
questions during the AGM, shall join the AGM through a device with
camera/webcam facility.
g. Members who need assistance before or during the AGM, can
contact NSDL on [email protected] /1800-222-990 or contact Mr.
Amit Vishal, Senior Manager – NSDL at [email protected]/
022-24994360.
h. All investors, including Institutional Investors are
encouraged to cast their vote on the proposed Resolutions and also
attend the AGM through VC/OAVM.
25. Since the AGM will be held through VC / OAVM, the Route Map
is not annexed in this Notice.
By Order of the Board
Vyoma ManekMumbai Company SecretaryJune 11, 2020 ACS 20384
Registered Office:1089, Appasaheb Marathe MargPrabhadevi, Mumbai
- 400 025Tel: 022 5039 1600; Fax: 022 2422
[email protected] www.iciciprulife.com CIN:
L66010MH2000PLC127837
-
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
8 9
EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES ACT,
2013
ITEM NO. 3
Walker & Chandiok & Co, LLP bearing registration number
001076N/N500013 and BSR & Co. LLP, bearing registration number
101248W/W-100022 were appointed as joint statutory auditors of the
Company till the conclusion of 21st and 24th Annual General
Meeting, respectively.
The remuneration for joint statutory auditors was ̀ 18.00
million plus out of pocket expenses (subject to a maximum of 5% of
the audit remuneration) and taxes as applicable for FY2020.
It is proposed to pay the remuneration of ` 19.80 million plus
out of pocket expenses (subject to a maximum of 5% of the audit
remuneration) and taxes as applicable for FY2021. The increase in
the audit fees is primarily on account of the inflationary increase
in the costs of carrying out audit coupled with enhanced reporting
requirements like key audit matters, reporting on other
information, etc. which has resulted in additional time spent on
the overall audit. Further, the audit fees have remained the same
since FY2019 and proposed increase amounts to a 5% increase on an
annualised basis.
Pursuant to the Corporate Governance Guidelines for Insurers
issued by Insurance Regulatory and Development Authority of India
(IRDAI), the Board of Directors (on the basis of the recommendation
of the Board Audit Committee) at its Meeting held on April 25,
2020, has approved the revised audit remuneration, subject to the
approval of the Members.
Members are requested to approve the revised remuneration
payable to the Joint Statutory Auditors.
None of the Directors and Key Managerial Personnel of the
Company and their relatives are concerned or interested financially
or otherwise, in the resolution set out at item no. 3.
Your Directors recommend the resolution at item no.3 for your
approval.
ITEM NOS. 4 and 5
The remuneration of Mr. N. S. Kannan, Managing Director &
CEO and Mr. Puneet Nanda, Deputy Managing Director (wholetime
Director), as paid to them in FY2020, was approved by the Members
of the Company and IRDAI.
No increment in the fixed remuneration, payable to Mr. N. S.
Kannan and Mr. Puneet Nanda, with effect from April 1, 2020, was
proposed; which the Board has, on the recommendation of the Board
Nomination & Remuneration Committee, approved.
Mr. Puneet Nanda, Deputy Managing Director of the Company,
stepped down as a wholetime Director of the Company, with effect
from close of business hours on June 14, 2020. Hence, he would be
eligible to receive remuneration, as approved by the Members, for
the period April 1, 2020 to June 14, 2020, on a proportionate
basis.
Employee Stock Options
Name & Designation Number of stock options of the Company
under the Revised Scheme
(Employee Stock Option Scheme 2005 as approved by Members on
July 17, 2017) [granted on May 10, 2020] for FY2020
Mr. N. S. Kannan, Managing Director & CEO
760,600
Mr. Puneet Nanda, Deputy Managing Director
560,000
The vesting schedule of all the options above is over three
years, in the proportion of 30:30:40.
The Company, in addition to being governed by the Insurance Act
1938, is also subject to the regulatory requirements prescribed by
Insurance Regulatory and Development Authority of India (IRDAI),
whereby any benefit conferred, monetary or non-monetary, would be
subject to approval of IRDAI in addition to the approval of the
Members of the Company. The Company, accordingly, seeks the
approval of IRDAI for the remuneration approved by the Board of
Directors. The Board, based on the recommendation of the Board
Nomination and Remuneration Committee, approves the Fixed Pay,
including non-cash benefits and perquisites along with their
monetary ceilings and retirals, target performance bonus and
options granted. The Company’s approach to compensation is intended
to drive meritocracy within the framework of prudent risk
management, in accordance with the IRDAI Guidelines on Remuneration
of Non-executive Directors and Managing Director/ Chief Executive
Officer/ Whole-time Directors of Insurers.
The approval of Members is requested, for the remuneration
payable to Mr. N. S. Kannan and Mr. Puneet Nanda, which is subject
to the approval of Insurance Regulatory & Development Authority
of India (IRDAI).The Board of Directors of the Company consider
these ordinary resolutions set out at item no. 4 and 5 to be
unavoidable, as per the extant regulatory requirements.
Except Mr. N. S. Kannan and Mr. Puneet Nanda, and their
relatives, respectively, none of the Directors and Key Managerial
Personnel of the Company and their relatives are concerned or
interested financially or otherwise, in the resolutions set out at
item nos. 4 and 5.
Your Directors recommend the resolution at item nos. 4 and 5 for
your approval.
ITEM NOS. 6 and 7
The Members of the Company, at their 17th Annual General Meeting
(AGM) held on July 17, 2017, had appointed Mr. Mr. M. S.
Ramachandran, (DIN: 00943629), as an Independent Director of the
Company for a term of five years from June 29, 2016 till June 28,
2021, pursuant to the provisions of Sections 149, 152 and other
applicable provisions of the Companies Act, 2013 (“the Act”) and
the Rules framed thereunder, read with Schedule IV to the Act.
-
NOTICE
9
Thereafter, the Members at the Annual General Meeting held on
July 17, 2019 had approved the continuation of directorship of Mr.
M. S. Ramachandran, on attaining the age of seventy five (75)
years, till June 28, 2021, being the date of expiry of his current
term as an Independent Director.
The Board Nomination and Remuneration Committee, at its Meeting
held on June 11, 2020, after taking into account the performance
evaluation of Mr. M. S. Ramachandran, during his tenure as
Independent Director and considering the significant value added by
Mr. Ramachandran as a member of the Board, has recommended
re-appointment of Mr. M. S. Ramachandran, as an Independent
Director in the interest of the Company.
Based on the above, the Board has approved the re-appointment of
Mr. M. S. Ramachandran as an Independent Director of the Company,
to hold office for a second term of five consecutive years
commencing from June 29, 2021 to June 28, 2026 and who shall not be
liable to retire by rotation.
Further, pursuant to Regulation 17(1A) of amended Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, no listed Company shall appoint a
person or continue the directorship of any person as a
non-executive director who has attained the age of seventy five
years, unless a special resolution is passed to that effect.
Consequently, the Members of the Company had, at the annual general
meeting held on July 17, 2019, approved the continuation of his
directorship till the end of his term as a Director of the Company,
considering Mr. M. S. Ramachandran would have attained the age of
seventy five (75) years on February 26, 2020.
Brief Profile:Mr. Ramachandran has served as the Chairman of
Indian Oil Corporation Limited, Chennai Petroleum Corporation
Limited, IBP Company Limited, and Bongaigaon Refineries &
Petrochemicals Limited. After retirement, Mr. Ramachandran served
as Chairman of the Advisory Board of BHP Billiton (India) Limited
and Advisor of Chevron International. He had also served as a
Director on the Board of ICICI Bank Limited. With immense knowledge
and experience in the oil and gas industry, he has won awards such
as the ‘National Institute of Industrial Engineers Lakshya Business
Visionary Award’ in 2004 and ‘Chemtech Pharma Bio Hall of Fame
Award’ in 2005. In the opinion of the Board of Directors of the
Company, Mr. M. S. Ramachandran is a person of high repute,
integrity and has rich
and varied experience, who would guide the Company in its
endevours. Mr. M. S. Ramachandran holds a Bachelor’s degree in
Mechanical Engineering.
Mr. M. S. Ramachandran satisfies the criteria for independence
as specified in sub-section (6) of Section 149 of the Companies
Act, 2013 and Regulation 16(1)(b) of the Securities And Exchange
Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015.
The Members are, therefore, requested to grant their approval by
way of a Special Resolution for the re-appointment of Mr. M. S.
Ramachandran as an Independent Director of the Company to hold
office for a another term of 5 (five) years, from June 29, 2021
till June 28, 2026 and for continuation of his directorship during
this second term (for which he is proposed to be re-appointed) as
he has attained the age of 75 (seventy five) years. The Board of
Directors of the Company considered the special resolutions set out
at item nos. 6 and 7 to be unavoidable, as per the extant
regulatory requirements.
As on March 31, 2020, Mr. M. S. Ramachandran does not hold any
equity share in the Company.
Except Mr. M. S. Ramachandran and his relatives, none of the
other Directors, Key Managerial Personnel of the Company and their
relatives are in any way concerned or interested, financially or
otherwise in the passing of the resolutions set out at item nos. 6
and 7.
Your Directors recommend the special resolutions set forth in
item no. 6 and item no. 7 for your approval.
By Order of the Board
Vyoma ManekMumbai Company SecretaryJune 11, 2020 ACS 20384
Registered Office:1089, Appasaheb Marathe MargPrabhadevi, Mumbai
- 400 025Tel: 022 5039 1600; Fax: 022 2422
[email protected] www.iciciprulife.com CIN:
L66010MH2000PLC127837
-
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
10 11
AN
NEX
URE
I TO
ITEM
NOS
. 2 A
ND
4 T
O 7
OF T
HE N
OTIC
E
Nam
eM
r. N
. S. K
anna
nM
r. Pu
neet
Nan
daM
r. M
. S. R
amac
hand
ran
Mr.
Sand
eep
Batr
a
Age
55 y
ears
51 y
ears
75 y
ears
54 y
ears
Qual
ifica
tion
Bach
elor
of E
ngin
eerin
g (H
onou
rs)-N
IT, Tr
ichy
, Pos
t Gr
adua
te D
iplo
ma
in M
anag
emen
t – II
M B
anga
lore
, Ch
arte
red
Finan
cial
Ana
lyst –
ICFA
I
Bach
elor
of E
ngin
eerin
g, P
ost-G
radu
ate
Dipl
oma
in M
anag
emen
t fro
m II
M L
uckn
owBa
chel
or’s
degr
ee in
Mec
hani
cal E
ngin
eerin
g fro
m th
e Co
llege
of E
ngin
eerin
g, G
uind
y (re
nam
ed A
nna
Unive
rsity
)
Char
tere
d Ac
coun
tant
and
Com
pany
Sec
reta
ry
Expe
rienc
eM
r. N.
S. K
anna
n is
the
Man
agin
g Di
rect
or &
CEO
of I
CICI
Pr
uden
tial L
ife In
sura
nce
Com
pany
Lim
ited
since
Jun
e 19
, 20
18.
Mr.
Kann
an j
oine
d IC
ICI
Limite
d in
199
1 an
d ha
s be
en
with
the
ICI
CI g
roup
for
29
year
s. H
e se
rved
on
the
Boar
d of
Dire
ctor
s of
ICI
CI B
ank
as E
xecu
tive
Dire
ctor
fro
m M
ay 2
009
till
June
18,
201
8. H
is re
spon
sibilit
ies
incl
uded
Fin
ance
, Tr
easu
ry,
Corp
orat
e Le
gal,
Oper
atio
ns,
Secr
etar
ial,
Corp
orat
e Co
mm
unic
atio
ns,
Corp
orat
e Br
andi
ng,
Infra
stru
ctur
e M
anag
emen
t an
d th
e St
rate
gic
Solu
tions
Gro
up. H
e al
so h
ad th
e re
spon
sibilit
y fo
r day
-to-
day
adm
inist
ratio
n of
the
Risk
Man
agem
ent,
Com
plia
nce
and
Inte
rnal
Aud
it fu
nctio
ns.
Addi
tiona
lly,
the
Pres
iden
t of
ICIC
I Fou
ndat
ion
for
Incl
usive
Gro
wth
, also
rep
orte
d to
M
r. Ka
nnan
. Dur
ing
his
tenu
re a
t th
e IC
ICI G
roup
, he
has
hand
led
Proj
ect F
inan
ce, I
nfra
stru
ctur
e Fin
ance
, Stru
ctur
ed
Finan
ce a
nd Tr
easu
ry fu
nctio
ns.
Prio
r to
join
ing
the
Boar
d of
ICIC
I Ban
k, h
e w
as th
e Ex
ecut
ive
Dire
ctor
of
ICIC
I Pru
dent
ial L
ife In
sura
nce
Com
pany
fro
m
Augu
st 2
005
to A
pril 2
009.
Mr.
Kann
an is
a p
ostg
radu
ate
in m
anag
emen
t fro
m t
he
Indi
an In
stitu
te o
f Man
agem
ent,
Bang
alor
e w
ith t
he g
old
med
al fo
r Bes
t All-
roun
d Pe
rform
ance
. He i
s also
a Ch
arte
red
Finan
cial
Ana
lyst
from
the
Inst
itute
of C
harte
red
Finan
cial
An
alys
ts o
f Ind
ia a
nd a
n Ho
nour
s gr
adua
te in
Mec
hani
cal
Engi
neer
ing
from
Nat
iona
l Ins
titut
e of
Tech
nolo
gy (f
orm
erly
Regi
onal
Eng
inee
ring
Colle
ge),
Tiru
chira
ppal
li.
Mr.
Kann
an h
as b
een
part
of a
num
ber
of c
omm
ittee
s co
nstit
uted
by
the
Gove
rnm
ent
of I
ndia
and
reg
ulat
ory
bodi
es in
clud
ing
Insu
ranc
e Ad
visor
y Com
mitt
ee c
onst
itute
d by
IRDA
I, RB
I Ste
erin
g Co
mm
ittee
on
Impl
emen
tatio
n of
In
dian
Acc
ount
ing
Stan
dard
s, I
BA S
ecto
ral
Com
mitt
ee
of P
rivat
e Se
ctor
Mem
ber
Bank
s, T
he C
ompa
nies
Law
Co
mm
ittee
Wor
king
Grou
p on
Sm
all
Raisi
ng o
f Fu
nds,
CI
I Na
tiona
l Co
unci
l on
Cor
pora
te G
over
nanc
e an
d th
e In
sura
nce
Awar
enes
s Co
mm
ittee
of L
ife In
sura
nce
Coun
cil.
In 2
015,
Mr.
Kann
an w
as in
duct
ed a
s a
mem
ber
of t
he
CFO
Hall
of F
ame
by C
FO In
dia
publ
icatio
n fo
r an
exem
plar
y ca
reer
and
con
tribu
tion
to t
he w
orld
of
finan
ce. I
n 20
13,
he w
as v
oted
the
Bes
t CF
O in
Indi
a by
Fin
ance
Asia
. He
was
adj
udge
d th
e Be
st C
FO in
the
Indi
an b
ankin
g/fin
ancia
l se
rvice
s se
ctor
at t
he C
NBC
TV 1
8 CF
O Aw
ards
in 2
012
and
2013
.
Mr.
Nand
a ha
s be
en
with
IC
ICI
Prud
entia
l Lif
e In
sura
nce
since
its
inc
eptio
n an
d on
the
Co
mpa
ny’s
Boar
d as
Exe
cutiv
e Di
rect
or s
ince
20
10.
He w
as e
leva
ted
as D
eput
y M
anag
ing
Dire
ctor
in 2
018
and
is cu
rrent
ly re
spon
sible
for
over
seei
ng v
ario
us fu
nctio
ns in
clud
ing
sale
s an
d di
strib
utio
n, p
rodu
ct d
esig
n an
d m
anag
emen
t, br
and
and
mar
ketin
g, in
vest
men
t m
anag
emen
t, di
gita
lisat
ion
and
tech
nolo
gy,
cust
omer
ser
vice
and
oper
atio
ns, a
nd u
nder
writ
ing
and
clai
ms.
Prio
r to
that
, as a
n Ex
ecut
ive D
irect
or –
Cor
pora
te
Cent
re, h
e ov
ersa
w fu
nctio
ns in
clud
ing
finan
ce,
inve
stm
ent m
anag
emen
t, pr
oduc
t man
agem
ent,
busin
ess
inte
lligen
ce a
nd s
trate
gy,
tech
nolo
gy,
cent
ral
serv
ice
and
oper
atio
ns,
corp
orat
e co
mm
unic
atio
ns,
lega
l, co
mpl
ianc
e, s
ecre
taria
l an
d in
tern
al a
udit.
He i
s al
so a
Dire
ctor
on
the
Boar
d of
ICI
CI
Prud
entia
l Pen
sion
Fund
s M
anag
emen
t Com
pany
Lim
ited,
one
of t
he P
ensio
n Fu
nd M
anag
ers i
n th
e Ne
w P
ensio
n Sc
hem
e (N
PS) o
f the
Gov
ernm
ent
of In
dia.
His
expe
rienc
e sp
ans
mor
e th
an t
wo
deca
des
in f
inan
cial
ser
vices
, ha
ving
wor
ked
in I
CICI
Se
curit
ies
and
J.P.
Mor
gan
prio
r to
join
ing
ICIC
I Pr
uden
tial L
ife In
sura
nce.
Mr.
Ram
acha
ndra
n ha
s ser
ved
as th
e Ch
airm
an o
f In
dian
Oil C
orpo
ratio
n Lim
ited,
Che
nnai
Pet
role
um
Corp
orat
ion
Limite
d,
IBP
Com
pany
Lim
ited,
an
d Bo
ngai
gaon
Re
finer
ies
& Pe
troch
emic
als
Limite
d. A
fter
retir
emen
t, M
r. Ra
mac
hand
ran
serv
ed a
s Ch
airm
an o
f the
Adv
isory
Boa
rd o
f BHP
Bi
lliton
(In
dia)
Lim
ited
and
Advis
or o
f Ch
evro
n In
tern
atio
nal.
He h
ad a
lso s
erve
d as
a D
irect
or o
n th
e Bo
ard
of IC
ICI B
ank
Limite
d.
With
imm
ense
kno
wle
dge
and
expe
rienc
e in
the
oil a
nd g
as in
dust
ry,
he h
as w
on a
war
ds s
uch
as th
e ‘N
atio
nal I
nstit
ute
of In
dust
rial E
ngin
eers
La
kshy
a Bu
sines
s Vi
siona
ry A
war
d’ in
200
4 an
d ‘C
hem
tech
Pha
rma
Bio
Hall
of F
ame
Awar
d’ in
20
05.
In
the
opin
ion
of
the
Boar
d of
Di
rect
ors
of
the
Com
pany
, M
r. M
. S.
Ram
acha
ndra
n is
a pe
rson
of
high
re
pute
, in
tegr
ity
and
has
rich
and
varie
d ex
perie
nce,
who
wou
ld g
uide
the
Com
pany
in
its e
ndev
ours
. Mr.
M. S
. Ram
acha
ndra
n ho
lds
a Ba
chel
ors
degr
ee in
Mec
hani
cal E
ngin
eerin
g.
Mr.
Batra
has
bee
n w
orkin
g w
ith t
he I
CICI
Gr
oup
for
the
past
19
year
s an
d is
at p
rese
nt
the
Pres
iden
t –
Corp
orat
e Ce
ntre
at
ICIC
I Ban
k,
over
seei
ng th
e ris
k, in
tern
al a
udit,
fina
ncia
l crim
e pr
even
tion,
com
plia
nce,
sec
reta
rial,
tech
nolo
gy,
corp
orat
e co
mm
unic
atio
n,
and
oper
atio
ns
func
tions
at
ICIC
I Ban
k. H
e is
also
par
t of
the
Ex
ecut
ive C
omm
ittee
that
driv
es sy
nerg
y and
co-
ordi
natio
n ac
ross
bus
ines
s gr
oups
of
the
Bank
. In
add
ition
, he
is on
the
boa
rds
of s
ever
al IC
ICI
Grou
p co
mpa
nies
.
He w
as a
foun
der-m
embe
r of I
CICI
Pru
dent
ial L
ife
Insu
ranc
e an
d w
orke
d w
ith t
he o
rgan
isatio
n as
its
Chi
ef F
inan
cial
Offi
cer f
rom
Sep
tem
ber 2
000
to 2
006,
unt
il he
joi
ned
ICIC
I Ba
nk a
s Gr
oup
Com
plia
nce
Offic
er.
He
rejo
ined
IC
ICI
Prud
entia
l Lif
e In
sura
nce
as E
xecu
tive
Dire
ctor
and
a m
embe
r of
its
Bo
ard
in 2
014,
whe
n he
ove
rsaw
the
fin
ance
, in
vest
men
ts, a
ctua
rial,
and
risk
and
com
plia
nce
func
tions
, an
d w
as in
stru
men
tal i
n le
adin
g th
e Co
mpa
ny t
o In
dia’
s fir
st I
PO i
n th
e in
sura
nce
spac
e.
-
NOTICE
11
Nam
eM
r. N
. S. K
anna
nM
r. Pu
neet
Nan
daM
r. M
. S. R
amac
hand
ran
Mr.
Sand
eep
Batr
a
Mr.
Kann
an h
as b
een
appo
inte
d as
a m
embe
r of
the
ad
visor
y co
mm
ittee
con
stitu
ted
by t
he R
BI u
nder
the
se
ctio
n 45
-IE o
f the
Res
erve
Ban
k of
Indi
a Ac
t, 19
34, t
o as
sist t
he A
dmin
istra
tor o
f Dew
an H
ousin
g Fin
ance
Lim
ited
(DHF
L) in
the
disc
harg
e of
his
dutie
s. F
urth
er, c
onse
quen
t to
Nat
iona
l Co
mpa
ny L
aw T
ribun
al’s
adm
issio
n of
RBI
’s pe
titio
n se
ekin
g re
solu
tion
for
DHFL
, he
has
also
bee
n ap
poin
ted
as a
mem
ber
of a
noth
er a
dviso
ry c
omm
ittee
, co
nstit
uted
by t
he R
BI u
nder
the
Inso
lvenc
y and
Ban
krup
tcy
(Inso
lvenc
y and
Liqu
idat
ion
Proc
eedi
ngs o
f Fin
anci
al S
ervic
e Pr
ovid
ers
and
Appl
icat
ion
to A
djud
icat
ing
Auth
ority
) Rul
es,
2019
, to
advis
e th
e Ad
min
istra
tor o
f DHF
L in
its
oper
atio
ns
durin
g th
e co
rpor
ate
inso
lvenc
y re
solu
tion
proc
ess
Date
of f
irst a
ppoi
ntm
ent
on th
e Bo
ard
July
30, 2
005
Augu
st 1
, 201
0Ju
ne 2
9, 2
016
Janu
ary
1, 2
014
Octo
ber 8
, 201
8*
Term
s an
d co
nditi
ons
of a
ppoi
ntm
ent o
r re-
appo
intm
ent a
long
with
de
tails
of r
emun
erat
ion
soug
ht to
be
paid
Refe
r to
the
Reso
lutio
n an
d Ex
plan
ator
y St
atem
ent f
or
Item
No.
4Re
fer t
o th
e Re
solu
tion
and
Expl
anat
ory
Stat
emen
t for
Item
No.
5Re
fer t
o th
e Re
solu
tion
and
Expl
anat
ory
Stat
emen
t for
Item
No.
6 a
nd 7
–
Rem
uner
atio
n la
st d
raw
n (d
urin
g th
e ye
ar) (
per
annu
m)
Basic
: `
24,4
67,0
40 R
etira
ls (P
F, gr
atui
ty):
` 8,
644,
200,
Su
pple
men
tary
Allo
wan
ce:
` 17
,380
,764
, Ta
rget
bon
us
(70%
of
basic
+ s
uppl
emen
tary
) as
may
be
dete
rmin
ed
by t
he B
oard
or
the
Com
mitt
ee.
Shou
ld t
he b
onus
be
mor
e th
an 5
0% o
f fixe
d pa
y, 60
% o
f the
bon
us w
ould
be
paid
upf
ront
and
bal
ance
equ
ally
defe
rred
over
3 y
ears
. Pe
rqui
sites
and
oth
er b
enef
its a
s pe
r th
e Co
mpe
nsat
ion
and
Bene
fits
Polic
y of
the
Com
pany
.
Basic
: `
15,9
39,0
00
Retir
emen
t be
nefit
s (P
F, gr
atui
ty)
` 3,
240,
396,
Su
pple
men
tary
Al
low
ance
: ` 1
7,01
0,00
0, T
arge
t bon
us (7
0% o
f ba
sic +
sup
plem
enta
ry) a
s m
ay b
e de
term
ined
by
the
Boa
rd o
r th
e Co
mm
ittee
. Sh
ould
the
bo
nus
be m
ore
than
50%
of f
ixed
pay,
60%
of t
he
bonu
s w
ould
be
paid
upf
ront
and
bal
ance
equ
ally
defe
rred
over
3 y
ears
. Pe
rqui
sites
and
oth
er
bene
fits
as p
er t
he C
ompe
nsat
ion
and
Bene
fits
Polic
y of
the
Com
pany
.
Sitti
ng Fe
es - ̀
840
,000
, Com
miss
ion
paid
dur
ing
the
year
(for
FY2
019)
` 7
,50,
000,
Durin
g th
e pr
evio
us y
ear,
no r
emun
erat
ion
was
dr
awn
by M
r. Ba
tra, f
rom
the
Com
pany
, as a
non
-ex
ecut
ive D
irect
or.
Furth
er,
he w
as t
he w
hole
time
dire
ctor
of
the
Com
pany
upt
o Ju
ly 11
, 20
18.
Acco
rdin
gly,
he
was
pa
id
` 5,
549,
230
as
defe
rred
varia
ble
pay.
Addi
tiona
lly,
purs
uant
to
the
prov
ision
s of
In
com
e Ta
x Ac
t, 19
61, `
9,3
0,50
0 is
cons
ider
ed
as p
erqu
isite
s on
exe
rcise
of
empl
oyee
sto
ck
optio
ns.
Whi
le t
hese
per
tain
to
FY20
20,
it is
purs
uant
to
the
term
s of
eng
agem
ent
ente
red
with
San
deep
Bat
ra w
hen
he w
as a
who
letim
e Di
rect
or o
f the
Com
pany
.
Shar
ehol
ding
in th
e Co
mpa
ny a
s on
the
date
of
this
notic
e
2,00
,000
sha
res
1,00
,000
sha
res
NIL
NIL
Rela
tions
hip
with
oth
er
Dire
ctor
s, M
anag
er a
nd
othe
r Key
Man
ager
ial
Pers
onne
l of t
he
Com
pany
None
None
None
None
No. o
f Boa
rd M
eetin
gs
atte
nded
/ hel
d du
ring
the
year
end
ed M
arch
31
, 202
0
6/6
6/6
6/6
6/6
-
ICICI PRUDENTIAL LIFE INSURANCE COMPANY LIMITED
12 12
Nam
eM
r. N
. S. K
anna
nM
r. Pu
neet
Nan
daM
r. M
. S. R
amac
hand
ran
Mr.
Sand
eep
Batr
a
Othe
r Dire
ctor
ship
(In
clud
es d
irect
orsh
ip
in p
ublic
, priv
ate
and
fore
ign
com
pani
es a
nd
insu
ranc
e co
rpor
atio
ns)
– IC
ICI P
rude
ntia
l Pen
sion
Fund
s M
anag
emen
t Com
pany
Lim
ited
– IC
ICI P
rude
ntia
l Pen
sion
Fund
s M
anag
emen
t Co
mpa
ny L
imite
d–
Supr
eme
Petro
chem
Lim
ited
– Es
ter I
ndus
tries
Lim
ited
– In
frast
ruct
ure
Indi
a Pl
c
– IC
ICI L
omba
rd G
ener
al In
sura
nce
Com
pany
Lim
ited
– IC
ICI V
entu
re F
unds
Man
agem
ent C
ompa
ny
Limite
d–
ICIC
I Pru
dent
ial A
sset
Man
agem
ent
Com
pany
Lim
ited.
– IC
ICI B
ank
UK P
lc–
Cher
yl Ad
visor
y Pr
ivate
Lim
ited
Chai
rman
ship
/ M
embe
rshi
p of
the
Com
mitt
ees
of o
ther
Co
mpa
nies
in w
hich
po
sitio
n of
Dire
ctor
is
held
ICIC
I Pru
dent
ial P
ensi
on F
unds
Man
agem
ent
Com
pany
Lim
ited
– In
vest
men
t Com
mitt
ee, M
embe
r
ICIC
I Pru
dent
ial P
ensi
on F
unds
M
anag
emen
t Com
pany
Lim
ited
– Bo
ard
Risk
M
anag
emen
t an
d Au
dit
Com
mitt
ee, M
embe
r–
Boar
d No
min
atio
n an
d Re
mun
erat
ion
Com
mitt
ee, M
embe
r–
Inve
stm
ent C
omm
ittee
, Mem
ber
Supr
eme
Petr
oche
m L
imite
d–
Risk
Man
agem
ent C
omm
ittee
, Mem
ber
Este
r Ind
ustr
ies
Lim
ited
– No
min
atio
n &
Rem
uner
atio
n Co
mm
ittee
, Ch
airm
an–
Corp
orat
e So
cial
Res
pons
ibilit
y Co
mm
ittee
, Ch
airm
an–
Audi
t Com
mitt
ee, M
embe
r
ICIC
I Lom
bard
Gen
eral
Insu
ranc
e Co
mpa
ny
Lim
ited
– Au
dit C
omm
ittee
, Mem
ber
– In
vest
men
t Com
mitt
ee, M
embe
r–
Risk
Man
agem
ent C
omm
ittee
, Mem
ber
ICIC
I Pru
dent
ial A
sset
Man
agem
ent
Com
pany
Lim
ited
– Au
dit a
nd R
isk C
omm
ittee
, Mem
ber
– No
min
atio
n an
d Re
mun
erat
ion
Com
mitt
ee,
Mem
ber
ICIC
I Ban
k U
K Pl
c–
Boar
d Go
vern
ance
Com
mitt
ee, M
embe
r–
Boar
d Co
nduc
t Risk
Com
mitt
ee, M
embe
r
ICIC
I Ven
ture
Fun
ds M
anag
emen
t Com
pany
Li
mite
d–
Nom
inat
ion
& Re
mun
erat
ion
Com
mitt
ee,
Mem
ber
*At c
urre
nt d
esig
natio
n
-
Financial Capital
Human Capital Natural
Capital
Social and Relationship
Capital
Manufactured Capital
Intellectual Capital
FulFilling Promises. Creating
Value.
A N N U A L R e p o R t 2 0 1 9 - 2 0
-
This plan also covers COVID-19 claims4
Protect your loved ones the smart way,with our all-in-one term
plan
1The Critical Benefit is optional and available only under Life
and Health and All in One Options. This benefit is an accelerated
benefit and the death benefit will be reduced by the critical
illness cover paid to the policyholder2Accidental Death Benefit is
optional and available in Life Plus and All in One options.
Accidental Death benefit is up to Rs. 2 Crores3Tax benefits under
the policy will be as per the prevailing Income Tax laws. Goods and
Services tax will be charged extra.The tax laws are subject to
amendments from time to time4Covid-19 claims are only applicable in
case of death
ICICI ICICI Prudential Life Insurance Company Limited.
Registered Address: 1089, Appasaheb Marathe Marg, Prabhadevi,
Mumbai-400025. IRDAI Regn No. 105. CIN: L66010MH2000PLC127837.This
advertisement is designed for ICICI This advertisement is designed
for ICICI Pru iProtect Smart. The customer has the choice of
purchasing other variants of the product as per his/her needs and
choice and there is no compulsion to purchase this variant as
suggested by the Insurer and as presented in this advertisement.
The customer is advised to refer the detailed sales brochure of the
individual product mentioned herein. Trade Logo displayed above
belongs to ICICI Bank Ltd & Prudential IP services Ltd and used
by ICICI Prudential Life Insurance Company Ltd under license. Call
us on 1-860-266-7766 (10am - 7pm, Monday to Saturday, except
national holidays and valid only for calls made from India). ICICI
and valid only for calls made from India). ICICI Pru iProtect Smart
UIN 105N151V06. Advt No. OTH/II/1515/2020-21.
BEWARE OF SPURIOUS / FRAUD PHONE CALLS!IRDAI is not involved in
activities like selling insurance policies, announcing bonus or
investment of premiums.
Public receiving such phone calls are requested to lodge a
police complaint.
Key benefits
Life Cover up to99 years of age
Critical Illness1claim payout ondiagnosis of 34critical
illnesses
(optional)
Tax Benefits3 up to 54,600
u/s 80C and 80D
The familyreceives double thesum assured in case
of death due toan accident2
(optional)
+ + +
-
Executive Summary
About ICICI PRuDENtIAL LIFE INSuRANCE We are promoted by ICICI
Bank and Prudential Corporation Holdings Limited. We have been one
of the country’s leading private life insurers since commencement
of operations in FY2001 and the first private insurer to cross the
` 1 trillion mark in Assets under Management (AUM). Our current
Total Sum Assured has crossed ` 14 trillion.
WE SERvE thE NEEDS oF ouR CuStomERS thRough A DIvERSIFIED
PRoDuCt PoRtFoLIo, RobuSt muLtI-ChANNEL DIStRIbutIoN NEtWoRk AND
WIDE gEogRAPhICAL PRESENCE.
ouR vISIoN
To build an enduring institution that serves the protection and
long-term saving needs of customers with sensitivity.
ouR vALuES
Customer First Keep customers at the centre of everything we
do
humilityOpenness to learn and change
PassionDemonstrate infectious energy to win and excel
IntegrityDo the right thing
boundarylessTreat organisation agenda as paramount
ouR StRAtEgy FoR StAkEhoLDER vALuE CREAtIoNOur aspiration is to
double the FY2019 absolute Value of New Business (VNB) in 3-4 years
with our 4P strategy of: Premium growth, Protection business
growth, Persistency improvement and Productivity enhancement while
ensuring customer-centricity continues to remain the bedrock of
everything we do.
CuStomER-FoCuSSED Our array of product offerings are designed to
meet the different life-stage requirements of customers and provide
financial security to their families. We have created a
multi-channel distribution network and service architecture
enabling them to interact with us as per their preference. The
digital platform provides a seamless, convenient and immersive
experience to our customers, be it purchase or service
requests.
DIgItAL LEADERShIP - FutuRE READINESS With a robust technology
backbone, our endeavour is to usher in new standards in customer
service. The digitalisation initiatives implemented have enabled us
to augment efficiencies and productivity of partners and employees.
Our device-agnostic digital platform provides customers with 24x7
access to their policies and empowers them to initiate and conclude
service requests by themselves. We were the first life insurer in
the country to officially offer WhatsApp as a service channel to
our customers. Our AI-powered Chatbot LiGo, designed to learn with
every customer interaction, continues to improve on response
accuracy and efficacy. Our hyper-personalisation journey, built on
the pillars of 3Vs – Video, Voice and Vernacular has just begun.
Today, voice BOTS, video-based underwriting and multi-lingual
communication are being used to more effectively interact with
customers. Pilot projects have
been undertaken on a speech recognition and conversational
humanoid AI tool, which can converse with customers in multiple
languages. Advanced data analytics is enabling us to understand
customers and their needs better. We will continue to use
cutting-edge technologies as key differentiators to stay ahead of
the curve and create more value for all our stakeholders.
Customer centricity continues to remain the foundation of our
strategy
VNB Growth
P
re
mium
Productivity Per
sis
tenc
y
Protection
gr
owth
-
Performance Snapshot
` 16.05 bnValue of New Business (VNB)
5-Yr CAGR 42.8%
` 73.81 bnAnnualised Premium Equivalent (APE)2
86.8%Persistency (13th month)3
97.8%Claims Settlement Ratio6
5-Yr CAGR
9.2% 5-Yr CAGR
6.1%
` 62.65 bnSavings APE
10.4%Cost Ratio (Savings Line of Business)4
1.6 days Average Claim Settlement Time7
` 11.16 bnProtection APE
5-Yr CAGR
71.1%
̀1,529.68 bnAssets Under Management
` 195.28 bnClaims Settled
21.7%VNB Margin1
` 230.30 bnEmbedded Value (EV)
15.2%Return on Embedded Value (RoEV)
̀14,804.98 bnTotal Sum Assured
194.1% Solvency Ratio5
48Customer Grievance Ratio8
bn = billion
1 VNB margin is the ratio of VNB to APE for the period2 APE is
the sum of the annualised first year premiums on regular premium
policies, and 10% of single premiums, from both individual and
group customers3 Calculated in accordance with IRDAI circular
IRDA/ACT/CIR/035/01/2014 dated January 23, 2014; excluding group
policies4 Cost ratio is calculated as total expenses divided by
Total Weighted Received Premium (TWRP)5 Regulatory requirement of
150%6 Individual death claims7 Average turnaround time for
non-investigated claims from receipt of last requirement8 Per
10,000 new business policies sold
-
Contents
CoRPoRATE oVERViEw
STANdALoNE FiNANCiAL STATEMENTS
CoNSoLidATEd FiNANCiAL STATEMENTS
EMBEddEd VALUE RESULTS
AddiTioNAL iNFoRMATioN
STATUToRY REPoRTS
08-74 150-552
553-610
611-617
618-621
76-149
08 Corporate information09 Message from the Chairman10 Message
from the Managing director & CEo12 overview of iCiCi Prudential
Life insurance18 Key Performance indicators22 Ethical Practices and
Governance30 Business Model32 our Strategy and Progress34 Risks and
opportunities38 Stakeholder Engagement40 Material Matters41
Financial Capital43 intellectual Capital48 Human Capital58 Social
and Relationship Capital70 Environmental, Social and Governance
150 Management Report157 independent Auditor’s Report and
Certificates166 Revenue Account168 Profit and Loss Account169
Balance Sheet170 Receipts & Payments Account171 Schedules233
Salient Features of the Financial Statements of
Subsidiaries (Form AoC-1)234 Annexures
553 independent Auditor’s Report560 Consolidated Revenue
Account562 Consolidated Profit and Loss Account563 Consolidated
Balance Sheet564 Consolidated Receipts & Payments Account565
Schedules
611 Embedded Value Results616 independent Actuary’s opinion
618 Glossary of Terms
76 directors’ Report123 Corporate Governance127 Management
discussion and Analysis144 Enterprise Risk Management
-
exeCutiVe summary Introduction to our Integrated Report
bACkgRouND AND objECtIvEwe have voluntarily embarked on our
integrated Reporting journey starting this year, which is in line
with the Securities and Exchange Board of india’s (SEBi) circular
dated February 6, 2017, recommending the top 500 listed entities to
voluntarily prepare their Annual Report adopting the principles of
integrated Reporting prescribed by the international integrated
Reporting Council. The FY2020 report is our first year of such
reporting. The objective is to provide stakeholders with relevant
financial and non-financial information including environmental,
social and governance components to take a well-informed investment
decision. Through this report, we are sharing information on our
operating context, external environment, strategy, material
matters, performance, governance, Business model and our engagement
with stakeholders.
REPoRtINg FRAmEWoRkIn the preparation of this report:
•StatutoryandFinancialreporting We have adhered to the Insurance
Act, Companies Act
2013, the Insurance Regulatory and Development Authority (IRDAI)
(Preparation of Financial Statements and Auditor’s Report of
Insurance Companies) Regulations, 2002, the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, IRDAI
Corporate Governance Guidelines, Accounting Standards issued by the
Institute of Chartered Accountants of India (ICAI) and the
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI).
•Voluntaryreporting We have sought to adopt the principles of
the International
Integrated Reporting (IIR) Framework issued by the International
Integrated Reporting Council (IIRC).
FoRWARD-LookINg StAtEmENtSCertain statements in this Report
regarding our business operations may constitute forward- looking
statements. While these statements reflect our future expectations,
it is important to remain mindful that a number of risks,
uncertainties and other important factors could cause actual
results to differ materially from our expectations.
bouNDARy AND SCoPE oF REPoRtINg The Report covers financial and
non-financial information and activities of ICICI Prudential Life
Insurance and its subsidiaries for the period April 1, 2019 to
March 31, 2020. Material events up to Board Meeting held on April
25, 2020 have been covered in this Report, where relevant, pursuant
to the statutory and regulatory requirements.
mAtERIALIty DEtERmINAtIoN The determination of material matters
takes into consideration our operating context which includes the
legal and regulatory compliance requirements, industry trends and
risk management. we have identified issues that may impact our
value creation across financial, environmental and social
dimensions. our materiality matters are covered in detail on page
40.
boARD APPRovALThe Board acknowledges that they have applied
their collective mind to the preparation and presentation of the
report and accepts its responsibility for the integrity of this
report, which in Board’s opinion addresses all material issues
a
