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ICICI Lombard General Insurance Company Ltd.

BSE: 540716 | NSE: ICICIGI |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE765G01017 | SECTOR: Life & Health Insurance

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Annual Report

For Year :
2022 2021 2019 2018 2008

Director’s Report

APPROPRIATIONS

The profit after tax for the financial year ended March 31, 2022 is '' 12.71 billion. The profit available for appropriation is '' 66.08 billion after taking into account the balance of profit of '' 53.37 billion brought forward from the previous year.

During the year, the Company has paid '' 4 per equity share as an interim dividend for FY2022 aggregating to '' 1.96 billion. The Board of Directors of the Company, at their Meeting held on April 21,2022, had recommended final dividend of '' 5 per equity share i.e. at the rate of 50.0% of face value of '' 10 each for FY2022 to the Members of the Company for their approval.

SCHEME OF ARRANGEMENT

The Board of Directors of the Company at their Meeting held on August 21, 2020 had approved the Scheme of Arrangement among Bharti AXA General Insurance Company Limited (Bharti AXA) and the Company and their respective shareholders and creditors (Scheme).

The Scheme was subject to approval of applicable statutory/ regulatory authorities including IRDAI, Competition Commission of India, Stock Exchanges, Securities and Exchange Board of India (SEBI), shareholders of the companies involved in the Scheme and Mumbai Bench of Hon''ble National Company Law Tribunal (NCLT).


ICICI Lombard General Insurance Company Limited

The Board of Directors are pleased to present the Twenty-Second Annual Report on business and operations of ICICI Lombard General Insurance Company Limited (the Company) along with the Audited Financial Statements for the financial year ended March 31,2022.

BUSINESS OUTLOOK

The Gross Direct Premium Income (GDPI) of the non-life insurance industry grew from '' 1,987.15 billion in FY2021 to '' 2,207.72 billion in FY2022, a growth of 11.1%. The market share of private players increased from 49.3% in FY2021 to 49.7% in FY2022 [Source: Insurance Regulatory and Development Authority of India (IRDAI) and General Insurance (GI) Council].

The Company continues its journey of growing profitably through robust and prudent underwriting practices, generation of cash flows, through strong retention of premium and judicious investments of the proceeds and focus on high quality customer service. The Company recognises the responsibility to protect individuals and corporates from various risks and contribute towards the larger goal of nation development. Driven by this objective, the Company continuously introduces new products and services which assist in expanding the market and improving processes and systems.

In FY2022, the Company''s GDPI stood at '' 179.77 billion as compared to '' 140.03 billion in FY2021 and excluding crop segment, GDPI of the Company stood at '' 173.11 billion in FY2022 as compared to '' 139.71 billion in FY2021. During the year, the Company has issued 29.3 million policies and settled over 2.3 million claims. The Company has undertaken various initiatives towards building better digital platforms for claim management for Company''s customers which includes Digital surveys through InstaSpect, AI-based and ML-based approval algorithms for health policies and cashless motor claims.

The Company led the private players with a market share of 13.8% (GDPI basis) among private-sector non-life insurers in India including standalone health insurers and overall market share of 8.1% (GDPI basis) among all non-life insurers in India. The Company also attained the highest market share in motor business segment as at March 31, 2022.

During the year, the demerger of non-life insurance business of Bharti AXA General Insurance Company Limited (Bharti AXA) into the Company was completed pursuant to

the Scheme of Arrangement. Accordingly, the business and financial numbers of the Company for FY2022 are incorporated after giving effect of the Scheme of Arrangement. However, the business and financial numbers of the Company for FY2021 are on standalone basis, hence to that extent are not comparable.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for FY2022 vis-avis FY2021 is summarised in the following table:

(? in billion)

FY2021

FY2022

Gross written premium

143.20

185.62

Earned premium

100.14

130.32

Income from Investments

21.96

30.00

Profit before tax

19.54

16.84

Profit after tax

14.73

12.71

Earning Per Share- Basic (?)

32.41

25.91

Earning Per Share- Diluted (?)

32.27

25.82

The Company has received approval from various statutory/ regulatory authorities from time to time in connection with the Scheme. During the year, the Company has received approval sanctioning the Scheme from NCLT vide its order dated May 13, 2021.

Pursuant to the provisions of Insurance Regulatory and Development Authority (Scheme of Amalgamation and Transfer of General Insurance Business) Regulations, 2011, as amended from time to time and Clause 10 of the Scheme, the final approval of IRDAI was required for the Scheme after the approval of NCLT and the Scheme shall become effective on such date as may be specified by IRDAI in its final approval.

In this regard, the Company on September 3, 2021, has received a letter from IRDAI granting final approval to the Scheme. Consequent to the approval of IRDAI, the Scheme has become effective from September 8, 2021 with the appointed date being April 1, 2020.

The Company has hosted the information pertaining to Scheme of Arrangement on the website of the Company and can be viewed at https://www.icicilombard.com/investor-relations.

INITIATING INTEGRATION OF NON-LIFE INSURANCE BUSINESS OF BHARTI AXA WITH THE COMPANY

Within the boundaries of the regulatory guidelines, Bharti AXA and the Company started the integration of non-life insurance business of Bharti AXA with the Company. Key integration teams were formed in various areas including business, products, claims, reinsurance, finance, investment, operations, risk, people management and other support functions which involved representations from both the entities. The Company has also engaged post-merger integration (PMI) consultants to oversee the integration processes across all such workstreams.

The integration spanned over multiple stakeholders and following activities were completed on the effective date i.e. September 8, 2021:

1. Transitioned over 16,000 distribution partners with minimal disruption;

2. Onboarded 3,700 hospital network and garages;

3. Smoothly transitioned over 60 newer technology applications including the connectivity, access, security and data aspects;

4. Onboarded over 3,400 employees and staff members, transitioned and rebranded over 140 plus branches of Bharti AXA; and

5. Over 30.5 million communications were sent on the Scheme of Arrangement to customers and partners to ensure uninterrupted business continuity and operational efficiency.

With the efforts put in by core integration teams, on September 8, 2021, non-life insurance business of Bharti AXA demerged into the Company through a smooth transition.

COMPLIANCE TO SECRETARIAL STANDARDS

During the year, the Company has been in compliance with the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, with respect to Meetings of Board and its Committees and General Meetings respectively. The Company has devised necessary systems to ensure compliance with the applicable provisions of Secretarial Standards.

SOLVENCY

IRDAI requires insurance companies to maintain a minimum solvency of 1.5 times which is calculated in a manner as specified in the Insurance Regulatory and Development Authority of India (Assets, Liabilities, and Solvency Margin of Insurers) Regulations, 2016. The solvency position of the Company as at March 31,2022 was 2.46 times as compared to 2.90 times as at March 31,2021.

As on March 31, 2022, the net worth of the Company was increased to '' 91.10 billion from '' 74.35 billion as at March 31, 2021.

SHARE CAPITAL

During the year, the Company has allotted 540,730 equity shares to eligible employees pursuant to ICICI Lombard-Employees Stock Option Scheme-2015 (ESOS) of the Company. The equity shares allotted under ESOS rank pari-passu with the existing equity shares issued by the Company.

As an integral part of the Scheme, the Authorised Share Capital of the Company was increased to '' 5.50 billion comprising of 550,000,000 equity share of '' 10/- each from '' 4.75 billion comprising of 475,000,000 equity shares of '' 10/- each.

Pursuant to the Scheme becoming effective from September 8, 2021, the Board of Directors of the Company at their Meeting held on September 8, 2021, had inter-alia considered and

approved allotment of 35,756,194 equity shares of face value of '' 10/- each, fully paid up as part of consideration under the Scheme to the existing shareholders of Bharti AXA as on the record date i.e. August 21,2020.

Consequent to the allotment of 35,756,194 equity shares to the shareholders of Bharti AXA, shareholding of ICICI Bank Limited (ICICI Bank) has reduced from 51.87% to 48.08% of the total issued and paid-up equity share capital of the Company. Accordingly, the Company ceased to be a subsidiary of ICICI Bank with effect from the date of allotment i.e. September 8, 2021. ICICI Bank continues to be the promoter of the Company. As on March 31, 2022, ICICI Bank held 48.04% of the total issued and paid-up equity share capital of the Company.

The issued, subscribed and paid-up equity share capital of the Company as on March 31, 2022 stood at '' 4.91 billion comprising of 490,891,428 equity shares of face value of '' 10 each.

The Company has not issued any equity shares with differential voting rights or sweat equity shares during the year.

NON-CONVERTIBLE DEBENTURES

Pursuant to the approval received from IRDAI vide its letter dated July 7, 2021, the Company had exercised its call option in respect of 4,850, 8.25% unsecured, subordinated, fully paid-up, listed, redeemable and non-convertible Debentures of face value of '' 1,000,000 each and redeemed the debentures at par, aggregating to '' 4.85 billion on July 28, 2021 along with the interest due thereon.

Further as an integral part of the Scheme, the following nonconvertible Debentures issued by Bharti AXA were transferred in the name of the Company on the same terms and conditions upon the Scheme became effective i.e. from September 8, 2021.

1. 350, 10.50%, rated, listed, unsecured, subordinated, fully paid-up, redeemable and non-convertible debentures of face value of '' 1,000,000 each. These non-convertible Debentures are listed on the debt segment of National Stock Exchange of India Limited.

2. 2,200, 8.98%, rated, unlisted, unsecured, subordinated, fully paid-up, redeemable and non-convertible debentures of face value of '' 1,000,000 each.

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of the business of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 (the Act), requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided including the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security, are not applicable to the Company.

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

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and future operations of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company believes that a strong independent and diverse Board leadership ensures the deployment of effective corporate governance. The significance of Board diversity is recognised by various statutes/regulations i.e. the Insurance Act, 1938 and Regulations framed thereunder, the Act and relevant Rules made thereunder, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Guidelines for Corporate Governance for insurers in India issued by IRDAI (IRDAI CG Guidelines) and accordingly, composition of the Board of the Company is based on the prescribed Principles.

The Board of the Company is duly constituted with optimum balance of Executive and Non-executive Directors for an effective functioning of the Board. As on March 31,2022, the Board of the Company consisted of eleven (11) Directors, out of which six (6) are Non-executive, Independent Directors, two (2) are Non-executive, Non-independent Directors and remaining three (3) are Whole-time Directors including Managing Director & Chief Executive Officer. There are two (2) women Directors on the Board of the Company including Lalita D. Gupte, being a Non-executive, Chairperson of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2)

of the Act. Further, all the Directors of the Company have confirmed that they fulfill the criteria of ''fit and proper'' as laid down under IRDAI CG Guidelines.

All the Independent Directors of the Company have submitted the declaration confirming that they fulfill the criteria of independence as prescribed under the Act and Listing Regulations. There has been no change in circumstances affecting their status as Independent Directors of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on March 31, 2022 are as below:

1. Bhargav Dasgupta, Managing Director & CEO

2. Alok Kumar Agarwal, Whole-time Director designated as Executive Director - Wholesale

3. Sanjeev Mantri, Whole-time Director designated as Executive Director - Retail

4. Gopal Balachandran, Chief Financial Officer & Chief Risk Officer

5. Vikas Mehra, Company Secretary

In accordance with IRDAI CG Guidelines, the Company has following Key Management Persons in addition to aforesaid KMPs:

1. Girish Nayak, Chief - Customer Service, Technology and Operations

2. Sanjay Datta, Chief - Underwriting, Reinsurance and Claims

3. Lokanath Kar, Chief - Legal & Compliance Officer*

4. Jerry Jose, Head - Human Resources

5. Vinod Mahajan, Chief - Investment Officer

6. Prasun Sarkar, Appointed Actuary

7. Amit Kushwaha, Chief Compliance Officer#

*Lokanath Kar, Chief - Legal & Compliance Officer of the Company resigned from his position with effect from October 20, 2021 and was relieved from the responsibilities vested upon him with effect from January 31,2022.

#Amit Kushwaha, Vice-President-Legal & Compliance was appointed as Chief Compliance Officer of the Company with effect from February 1,2022 in place of Lokanath Kar.

Meetings of the Board of Directors

During the year, eight (8) Meetings of the Board of Directors of the Company were held including one (1) Board Meeting to discuss business strategies. The maximum gap between two meetings was not more than 120 days. The particulars of the meetings held and attendance of Directors are detailed in the Corporate Governance Report forming part of this Annual Report.

Common Directorships

Section 48A of the Insurance Act, 1938, necessitates an approval of the IRDAI for continuation of common directorships between insurance companies and insurance agent or insurance intermediaries. In view of the same, the Company has following Directors falling within the criteria of common director viz. Uday Chitale, Ashvin Parekh, Vishakha Mulye and Sandeep Batra.

Pursuant to the aforesaid provisions, the Company is in receipt of approval from IRDAI for continuation of directorship of Uday Chitale, Vishakha Mulye and Sandeep Batra on the Board of the Company each having a common directorship with ICICI Bank Limited (being corporate agent of the Company). The Company had also received approval from IRDAI for continuation of directorship of Ashvin Parekh on the Board of the Company having a common directorship with ICICI Securities Limited (corporate agent of the Company).

Independent Directors

As on March 31, 2022, the Board of the Company comprised of eleven (11) Directors out of which six (6) Directors are Independent Directors.

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1 )(b) of the Listing Regulations, as amended from time to time. All the Independent Directors have also confirmed that they have complied with the Code of Independent Directors prescribed in Schedule IV of the Act and Employees Code of Conduct of the Company.

Retirement by rotation

In terms of Section 152 of the Act, Sandeep Batra, Nonexecutive, Non-independent Director (DIN: 03620913) would retire by rotation at the forthcoming Annual General Meeting (AGM) and being eligible for re-appointment, offers himself for re-appointment. A resolution seeking approval of the Members for his re-appointment is forming part of the AGM Notice.

The Members of the Company at their Eighteenth AGM held on July 12, 2018 had approved re-appointment of Chaturvedi & Co., Chartered Accountants, as one of the Joint Statutory Auditors of the Company, for a second term of five (5) consecutive years till the conclusion of Twenty-Third AGM.

Further, the Members of the Company at their Twenty-First AGM had approved re-appointment of PKF Sridhar & Santhanam LLP, Chartered Accountants as one of the Joint Statutory Auditors for a second term of five (5) consecutive years till conclusion of Twenty-Sixth AGM.

Pursuant to the amendments made to Section 139 of the Act through Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification by the Members for the appointment of the Statutory Auditors has been withdrawn. In view of the above, ratification by the Members for continuance of their appointment at this AGM is not being sought.

Chaturvedi & Co., Chartered Accountants and PKF Sridhar & Santhanam LLP have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Joint Statutory Auditors of the Company.

The audit remuneration payable to the Joint Statutory Auditors for FY2022, has been determined by the Board of Directors of the Company at their Meeting held on April 21,2021, based on the recommendation of the Audit Committee and subject to the approval of the Members of the Company. The Members of the Company at their Twenty-First AGM held on August 10, 2021 had approved the payment of audit remuneration to the Joint Statutory Auditors for FY2022.

The demerger and transfer of general insurance business, as envisaged in the Scheme, was made effective from September 8, 2021. From the effective date, the Joint Statutory Auditors were required to conduct statutory audit and other assignments for the combined entity for FY2022. Therefore, the Board of Directors of the Company at their Meeting held on October 21, 2021 had approved revision in the audit remuneration to be paid to the Joint Statutory Auditor for FY2022.

Subsequently, the Members of the Company through Postal Ballot on December 31, 2021 had approved revision in remuneration to be paid to Joint Statutory Auditors of the Company for FY2022. The details of remuneration and other fees paid to the Joint Statutory Auditors is provided below:

Annual performance evaluation of Board and its Committees, Chairperson and Directors:

Pursuant to the provisions of the Act, IRDAI CG Guidelines and Listing Regulations, an annual performance evaluation had been carried out of the Board as a whole, Board constituted Committees, individual Director both Executive and Nonexecutive including Independent Directors and Chairperson of the Board. The Company has in place a Board approved performance evaluation framework which lays down Guidelines for annual performance evaluation of the Board and its Committee(s), Chairperson and individual Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report forming part of this Annual Report.

Criteria for appointment of Director and Key Managerial Personnel

The Company has Board approved Criteria for appointment of a Director, key managerial personnel and officials who may be appointed in senior management (Criteria for appointment of senior management personnel) and Policy on appointment and compensation of employees and framework for remuneration to Non-executive Directors in compliance with the requirements as prescribed under the Act. The Criteria for appointment of senior management personnel is hosted on the website of the Company and can be viewed at: https://www.icicilombard.com/docs/default-source/policies-of-the-company/criteria-for-appointment-of-a-director-key-managerial-personnel-and-officials-who-may-be-appointed-in-senior-management.pdf

Also, the Policy on appointment and compensation of employees and framework for remuneration to Non-executive Directors is available on the website of the Company and can be viewed at: https://www.icicilombard.com/docs/default-source/policies-of-the-company/policy-on-appointment-and-compensation-of-emp/ovees-and-framework-for-remuneration-to-non-executive-directors.pdf

Deposits

During the year, the Company has not accepted any deposits under Section 73 of the Act.

AUDITORS

Statutory Auditors

IRDAI vide its circular dated May 18, 2016, had issued CG Guidelines wherein criteria for appointment of statutory auditors of insurance companies were prescribed which are aligned with the provisions of the Act.

('' in million)

Particulars

Amount

Statutory Audit Fees including report on Corporate Governance and Internal control over financial reporting

29.00

Tax Audit Fees

1.60

Other Certification Fees

1.67

Statutory Audit and other fees paid to Joint Statutory Auditors

Statutory Auditor''s Report

There is no qualification, reservation, adverse remark or disclaimer made by the Joint Statutory Auditors in their report.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, the Company had appointed Dholakia & Associates LLP, a firm of practicing company secretaries, to conduct the secretarial audit of the Company for FY2022. The Secretarial Audit Report forms part of this report as Annexure A. There are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial Auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

Reporting of Frauds by Auditors

During the year, there were no instances of fraud reported by the Joint Statutory Auditors and Secretarial Auditor under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

Maintenance of Cost Records

Being an Insurance Company, the Company is not required to maintain cost records as specified by the central government under Section 148(1) of the Act.

Particulars of Employees

The statement containing particulars of employees as required under Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure B.

The statement containing particulars of employees as required under Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to the

provisions of the Act, the Annual Report including Financial Statements are being sent to the Members of the Company excluding the aforesaid statement. Further in terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary of the Company at investors@icicilombard.com.

RELATED PARTY TRANSACTIONS

The Company undertakes various transactions with related parties in the ordinary course of business pursuant to the Policy on Related Party Transactions approved by the Board of Directors of the Company.

All Related Party Transactions that were entered into during the year under review were on an arm''s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

All related party transactions were approved by the Audit Committee and are periodically reported. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Further, all related party transactions entered were placed before the Audit Committee on a quarterly basis for which the Company had taken omnibus approval from the Audit Committee.

The Company has a Board approved Policy on Related Party Transactions, which has been updated as per the amendments introduced in the Listing Regulations and the updated Policy on Related Party Transactions has been hosted on the website of the Company and can be viewed at https://www.icicilombard. com/docs/default-source/policies-of-the-companv/policv-on-related-partv-transactions.pdf

Particulars of Contracts or Arrangements with Related Parties

During the year, all the transactions with related parties were in the ordinary course of business and on arm''s length basis and there were no material contracts or arrangement or transactions entered with related parties. Accordingly, disclosure in Form AOC-2 [pursuant to clause (h) of sub-section (3) of Section 134 of Act and Rule 8(2) of the Companies (Accounts) Rules, 2014] is not applicable.

The above disclosure on material transactions are based on the threshold of ten percent of turnover, as also defined in the Policy on Related Party Transactions of the Company. As per the requirements of the Accounting Standards (AS) - 18 issued

by the Institute of Chartered Accountants of India (ICAI) on ''Related Party Disclosures'', the details of related party transactions entered into by the Company are covered under Notes forming part of the Financial Statements. Statutory Auditors have issued an unmodified opinion on the Financial Statements which includes therein related party transactions and related disclosures and the same have also been approved by the Audit Committee.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2022 has been hosted on the website of the Company and can be viewed at: https://www.icicilombard.com/docs/ defau/t-source/shareho/ding-pattern/annual-return-form-no-mgt-072022.pdf

RISK MANAGEMENT FRAMEWORK

A strong risk culture is ensured through embedding the principles of Risk Management Framework in strategy and operations. Accordingly, the Company has developed a risk universe consisting of 29 enterprise-wide risk areas, broadly categorised into six distinct groups, viz. Credit risk, Market Risk, Underwriting Risk, Strategic Risk, Operational Risk and Environmental, Social and Governance Risk.

A statement indicating development and implementation of Risk Management Framework including identification therein of elements of risk, if any, which may pose significant risk to the Company has been given in the Corporate Governance Report forming part of this Annual Report.

UPDATE ON COVID-19

The Company has provided details of Business Continuity Plan and the Crisis Management Strategy of the Company along with assessment of various risks arising out of the COVID-19 pandemic and the corresponding measures to manage the same in the Corporate Governance Report forming part of this Report.

DISCLOSURES AS PER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all which is achieved through well-established robust mechanism for redressal of complaints reported under it.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides protection against sexual harassment of women at the workplace and lays down the guidelines and timelines for the prevention and redressal of complaints pertaining to sexual harassment. Accordingly, the Company has Guidelines on Sexual Harassment at Workplace and a formal process for dealing with complaints of sexual harassment, in compliance with the aforesaid Act. The Company ensures that all such complaints are resolved within defined timelines.

Details of complaints are as follows:

Sr.

No.

Particulars

No.

a.

Number of complaints pending as on April 1,2021

0

b.

Number of complaints filed during the financial year

5

c.

Number of complaints disposed of during the financial year

2

d.

Number of complaints pending as on March 31,2022

3*

* Complaints pending as on March 31, 2022 were reported in the month of February and March 2022 and one complaint was closed as on the date of this report whereas two complaints were in the internal Committee''s process as on the date of this Report.

The Company is in compliance with the provisions relating to the constitution of an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Committee for redressal of complaints:

The Company constitutes Internal Committee for redressal and timely management of sexual harassment complaints. The Internal Committee has a minimum of 50% women representatives with a senior woman leader as the presiding officer of the Committee and one external member who is a subject matter expert in this regards.

RURAL AND SOCIAL RESPONSIBILITY

As per Insurance Regulatory and Development Authority of India (Obligations of Insurers to Rural and Social Sectors), Regulations, 2015, the Company has issued 6,211,360 policies in rural areas and covered 5,588,214 lives falling within the norms of social responsibility. The Company has complied with the obligations laid down by IRDAI.


DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

The operations of the Company have resulted in a profit after tax of '' 12.71 billion for the current year as compared to a profit after tax of '' 14.73 billion for the previous year.

Considering the stable capital, solvency and liquidity positions of the Company, the Board of Directors of the Company at their Meeting held on October 21,2021 declared and paid an interim dividend of '' 4 per equity share i.e. at the rate of 40% of face value of '' 10 each for FY2022.

The Board of Directors of the Company, at their Meeting held on April 21, 2022, had recommended a final dividend of '' 5 per equity share for FY2022 to the Members for their approval. The total dividend paid in FY2022 was '' 8 per share (i.e. '' 4 paid as an interim dividend for FY2022 and '' 4 paid as a final dividend for FY2021).

In terms of Regulation 43A of Listing Regulations, the Dividend Distribution Policy of the Company has been hosted on website of the Company and can be viewed at: https:// www.icicilombard.com/docs/default-source/policies-of-the-comDanv/dividend-distribution-Dolicv.Ddf

UNPAID/UNCLAIMED DIVIDEND

Pursuant to Section 124 and 125 of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, there were no amounts eligible to be transferred to the Investor Education and Protection Fund in FY2022. Accordingly, the Company was not required to transfer any unpaid / unclaimed dividend amount to the Investor Education and Protection Fund in FY2022.

CORPORATE SOCIAL RESPONSIBILITY

The Company has duly constituted Corporate Social Responsibility Committee (the Committee) in accordance with the provisions of the Act and CG Guidelines. The Company has formulated the Corporate Social Responsibility Policy (the Policy) which sets out the framework guiding the Company''s Corporate Social Responsibility (CSR) activities. The Policy also sets out the rules that need to be adhered to while taking up and implementing CSR activities. The Policy is hosted on the website of the Company and can be viewed at www.icicilombard.com.

During the year, the terms of reference of the Committee were suitably amended to ensure that the Committee oversee and monitors Sustainability activities including Environment,

Social & Governance (ESG) and Business Responsibility and Sustainability initiatives undertaken by the Company, disclosures related to the above initiatives, review performance thereon and advice on related matters. In order to give effect to this enhanced scope, the nomenclature of the Committee was also changed to Corporate Social Responsibility and Sustainability Committee. The Corporate Social Responsibility and Sustainability Committee comprised of four (4) Members with majority being Non-executive, Independent Directors of the Company.

During the year, the Company was required to contribute CSR expenditure of '' 339.0 million i.e. 2% of the Average Net Profits of the Company made during three immediately preceding financial years. The total amount spent for the Financial Year was '' 342.5 million wherein the actual CSR expenditure for FY2022 was '' 312.8 million and '' 29.7 million was transferred to unspent CSR bank account.

Owing to the exceptional situation in the nation on account of Covid-19 pandemic, the utilisation of the funds earmarked for the ongoing project of ICICI Foundation of Skill Development Programme has been lower than budgeted. Further, in accordance with the provisions of Section 135 of the Act and Rules made thereunder, '' 29.7 million pertaining to ongoing project of ICICI Foundation of Skill Development Programme was transferred to the Unspent CSR bank account.

The Annual Report on CSR activities of the Company on FY2022 along with the summary of impact assessment report is given in Annexure C to this Report.

CREDIT RATING

During the year, the Company has maintained credit rating of [ICRA] AAA(Stable) by ICRA Limited and CRISIL AAA/Stable by Crisil Ratings Limited on '' 4.85 billion non-convertible debentures issued by the Company. The ICRA Limited has assigned the long-term Issuer Rating of [ICRA] AAA to the Company.

Pursuant to the exercise of call option by the Company on '' 4.85 billion non-convertible debentures the credit rating of [ICRA]AAA(Stable) assigned by ICRA Limited and [CRISIL AAA/(Stable)] assigned by Crisil Ratings Limited to the Company was withdrawn.

Further, ICRA Limited and Crisil Ratings Limited has assigned credit rating of [ICRA]AAA(stable) and [CRISIL AAA/(Stable)] respectively on '' 2.55 billion subordinated debentures transferred to the Company from Bharti AXA on the existing terms and conditions, as an integral part of the Scheme effective from September 8, 2021.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Company is required to publish Business Responsibility Report (BRR) as part of its Annual Report. Further SEBI, vide its Circular dated May 10, 2021, has mandated top 1000 listed companies (by market capitalisation) to adopt Business Responsibility and Sustainability Report (BRSR) in place of the existing BRR. The disclosure under the BRSR format is voluntary for FY2022 and shall be mandatory from FY2023 onwards. The Company has adopted the BRSR in FY2022 on voluntary basis to promote company-wide sustainability and remain committed to enhance reporting and disclosures in the coming years. Accordingly, the BRSR describing various initiatives taken by the Company has been hosted on the website of the Company and can be viewed at https://www. icicilombard.com/docs/default-source/esa/icici-lombard-business-responsibilitv-and-sustainabilitv-reportina-fv2022. pdf

ENVIRONMENTAL, SOCIAL AND GOVERNANCE REPORT

The Company''s approach towards Environmental, Social and Governance (ESG) is underpinned by a strong focus on fulfilling promises responsibly and sustainably so as to benefit the society, employees, shareholders, communities, and all other stakeholders. The Company is revisiting every facet of the organisation to put in place processes, systems and teams to measure, manage and improve across ESG parameters. Accordingly, the Company has published its ESG Report highlighting efforts made by the Company to build a sustainable business model comprehensively. The ESG Report of the Company has also been hosted on the website of the Company and can be viewed at https://www.icicilombard. com/docs/default-source/esa/esg-reDort-2022.Ddf

INTEGRATED REPORT

The SEBI vide its Circular dated February 6, 2017 had recommended the top 500 listed entities to voluntarily adopt Integrated Report as per principles prescribed by the International Integrated Reporting Council.

The Company has voluntarily adopted the principles and has prepared its fourth Integrated Report for FY2022 which forms part of this Annual Report.

INVESTOR RELATIONS

The Company continuously strives for excellence in its Investor Relations engagement with International and Domestic investors. It believes in adopting the emerging best practices in Investor Relations and building a relationship of mutual understanding with investor/analysts.

The Managing Director & CEO, Executive Directors, Chief Financial Officer & Chief Risk Officer and other Senior Management members participate in structured conference calls and periodic investor/analyst interactions including one-on-one meeting, investor conferences and quarterly earning calls. During the year, the Company conducted 186 meetings with Indian and overseas investors and analysts (excluding quarterly earnings calls).

The Company ensures that financial information including Financial Statements, Press Releases, Investor Presentations, Earning call transcripts and Annual Report, etc., is available to all the stakeholders. Accordingly, the Company uploads all the financial information on the website of the Company i.e. www.icicilombard.com.

EVENTS AFTER BALANCE SHEET DATE

There have been no material changes and commitments, affecting the financial position of the Company, between the end of the financial year of the Company to which the balance sheet relates and the date of this report.

Director’s Report