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ICICI Prudential Life Insurance Company Ltd.

BSE: 540133 | NSE: ICICIPRULI |

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Series: EQ | ISIN: INE726G01019 | SECTOR: Finance - General

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Annual Report

For Year :
2019 2018 2017 2016

Director’s Report

TO THE MEMBERS

ICICI Prudential Life Insurance Company Limited

Your Directors have pleasure in presenting the 16th Annual Report of ICICI Prudential Life Insurance Company Limited (the Company) with the audited statement of accounts for the year ended March 31, 2016.

PERFORMANCE Industry in FY2016

The new business premiums of life insurance industry increased by 8.1% in FY2016 in terms of retail weighted received premium (RWRP). Some of the key industry trends were:

Post September 2010 guidelines, the market share of private players dropped from 52.3% in FY2010 to 38.0% in FY2014 on retail weighted received premium basis.

Steady increase in banc assurance mix: During the past 5 years, banc assurance has grown steadily from 13% in FY2011 to 25% till 9M FY2016 on the basis of retail new business premium. Contribution by banc assurance channel to the retail new business premium of the private players has increased to 51% for 9MFY2016 compared to 47% for FY2015.

Company in FY2016

The Company achieved a market share of 11.3% in FY2016 based on RWRP The Company''s RWRP grew 8.1% from '' 45.96 billion in FY2015 to '' 49.68 billion in FY2016. The Company continues to retain its market leadership among the private players and achieved market share of 21.9% amongst private players in FY2016. The Company focussed on improving its protection business and there was a 29.4% increase in sum assured for new business.

Total gross premium collected by the Company grew 25.2% from '' 153.07 billion in FY2015 to '' 191.64 billion in FY2016. Our continued focus on customer retention has resulted in increase in retail renewal premium by 25.3% from '' 95.71 billion in FY2015 to '' 119.95 billion in FY2016. The 13th month persistency ratio also improved from 79.0% in FY20151 to 82.4% in FY2016. The Company''s assets under management as at March 31, 2016 was '' 1,039.39 billion.

Total expenses increased to '' 25.45 billion in FY2016 as compared to '' 22.58 billion in FY2015. However total cost to total weighted received premium (TWRP2) ratio improved from 15.4% in FY2015 to 14.5% in FY2016. Profit after tax (PAT) for the Company stood at '' 16.50 billion in FY2016 compared to '' 16.34 billion in FY2015.

A summary of key parameters is as set out below:

('' billion)

Particulars

FY2015

FY2016

RWRP

45.96

49.68

Retail renewal premium

95.71

119.95

Total premium

153.07

191.64

Expenses

22.58

25.45

Standalone profit after tax

16.34

16.50

Sum assured for new business

1,195.34

1,546.25

Assets held

1,001.83

1,039.39

Cost to TWRP3

15.4%

14.5%

FINANCIALS

('' billion)

Standalone

Consolidated

Particulars

FY2015

FY2016

FY2015

FY2016

Profit after tax (PAT)

16.34

16.50

16.34

16.50

Balance brought forward from

(10.33)

0.48

(10.34)

0.47

previous year

Profit available for appropriations

6.01

16.98

6.00

16.97

Appropriations:

Interim Equity Dividend

(5.36)

(9.02)

(5.36)

(9.02)

Proposed Final Dividend

(3.01)

(3.01)

(3.01)

(3.01)

Tax on Equity Dividends

(1.61)

(2.44)

(1.61)

(2.44)

General Reserve

4.45

-

4.45

-

Surplus carried to next year''s

0.48

2.51

0.47

2.49

account

The solvency margin of the Company is 320.0% in FY2016 compared to regulatory requirement of 150.0%.

OUR REACH

The Company reaches its customers through 521 offices in 456 locations at March 31, 2016. On March 31, 2016, the Company had 10,663 employees and 121,016 advisors to cater to the needs of customers. The Company distributes its products through agents, corporate agents, banks, brokers, proprietary sales force (PSF) and online channels.

PRODUCTS

The Company offers a range of life, pension and savings products across traditional and unit-linked platforms to provide a range of long term savings and protection solutions. In order to strengthen our Protection offerings, we have launched new products on retail, mortgage and group platforms.

DIVIDEND

The operations have resulted in a profit after tax of '' 16.50 billion as compared to a profit after tax of '' 16.34 billion for the previous year. The Board had approved payment of interim dividend of '' 1.10 per share and a special dividend of '' 1.00 per share, for each quarter, at its Board meetings held on January 19, 2016, October 27, 2015 and July 28, 2015, respectively. The Board at its Meeting held on April 26, 2016 has recommended a final dividend of '' 1.10 per share and a special dividend of '' 1.00 per share. Total dividend for the year is '' 8.40 per share aggregating to '' 12.03 billion for FY2016.

CLAIMS

The Company has settled over 10,600 individual mortality claims in FY2016. The claims settlement ratio for the Company in FY2016 is 96.20%. For non-investigated claims, the settlement was completed within an average turnaround time of 3.3 days from receipt of last requirement as compared to the regulatory norm of 30 days.

SUBSIDIARY

The Company''s wholly owned unlisted subsidiary, ICICI Prudential Pension Funds Management Company Limited (PFM) acts as a pension fund manager under the National Pension System (NPS).

During the year ended March 31, 2016, the subscribers'' funds managed by PFM have increased by 90.0% from '' 3,690.0 million at March 31, 2015 to '' 7,011.4 million at March 31, 2016. The inflows for the year increased by 122.3% from '' 1,426.3 million in FY2015 to '' 3,170.1 million in FY2016. PFM''s subscriber base increased from 30,158 at March 31, 2015 to 66,182 at March 31, 2016. PFM registered a loss of '' 3.1 million (previous year: profit of '' 1.0 million).

On the regulatory front, the Finance Bill 2016 exempted from income tax 40% of the total amount paid to a subscriber on account of closure or his opting out of the NPS scheme.

AUDITORS

B S R & Co. LLP and S. R. Batliboi & Co. LLP Chartered Accountants, were appointed as joint statutory auditors of the Company at the Fifteenth Annual General Meeting to hold office upto the conclusion of the ensuing Annual General Meeting. The Board has proposed the appointment of the Auditors, as mentioned in the notice enclosed with the Annual Report, based on the recommendation of the Board Audit Committee.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Dr. K. R. Chandratre, Company Secretary in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure A.

Admission of equity shares

The Company''s equity shares are admitted on the records of the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure B.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014, the names and relevant particulars of the employees are set out in the Annexure to the Directors'' Report.

RURAL AND SOCIAL BUSINESS

183,695 policies were issued in rural areas, constituting 31.6% of total policy issuances. The Company also covered more than 65,000 lives falling within the norm of ''social sector'' business.

INCREASE IN SHARE CAPITAL

The paid-up capital of the Company increased by '' 6.02 million pursuant to exercise of stock options granted under the Employee Stock Option Scheme taking the paid-up capital to '' 14.32 billion at March 31, 2016.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits under Section 73 of the Companies Act, 2013.

Corporate Social Responsibility Initiatives

The Corporate Social Responsibility policy as approved by the Board is uploaded on the Company''s website.

The Annual Report on Corporate Social Responsibility is annexed herewith as Annexure C.

Particulars of contracts or arrangements with related parties

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC -2 appended as Annexure D.

Statement in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has established an internal control framework comprising a robust governance framework and a control environment, commensurate with the size, scale and complexity of its operations. The framework comprises the following key components:

Entity level controls: The control environment of the Company relies on a set of Entity level controls (ELCs) which operate at an organization level and may not be embedded in any single process of the Company. The ELCs set up by the Company include:

1 Corporate governance framework comprising Board and executives committees for oversight on the management of the Company

2. Policies commensurate with the Company''s size and level of complexity to establish standards of conduct including code of conduct, whistle blower policy, work place harassment, conflict of interest, information security etc.

3. Risk management framework to identify, measure, monitor and control various risks including operational risk (including fraud risk).

4. Independent Internal Audit department with oversight from the Audit Committee

5. Employee management framework comprising hiring, retention, training, performance evaluation and remuneration structure of the employees

6. Framework to ensure compliance to regulations, laws including compliance certification, communication of changes in regulations/ laws etc.

7. Framework for identifying, monitoring of and control over outsourced activities

8. Framework for internal and external communication

Review controls: Review control comprises multiple levels of oversight over financial reporting by way of a strong reporting and review framework as follows:

1. Quarterly reporting and review of audited financials and investment returns to regulatory and shareholders. The financials prepared are audited by joint statutory auditors, and are reviewed by Audit Committee. They are also submitted to IRDAI.

2. Internal audit team exercises independent oversight over operational and financial processes and significant observations and recommendations are presented to the Audit Committee. Investment operations is subject to concurrent audit certification on a daily basis and an investment risk management systems (IRMS) audit on a biannual basis. Any significant findings in the concurrent audit or IRMS audit are presented to the Audit Committee.

3. Management exercises review control by way of in depth reviews on financials, GL balances, liability assumptions, information security etc. conducted by CFO, Appointed Actuary and Chief of IT and operations.

Operating controls: comprise IT and process controls operating at a system/process level with the objective of providing assurance at a transaction recording stage. Salient aspects include:

1. The Company has implemented the COSO 2013 framework for ensuring compliance with Sarbanes Oxley Act, 2002. All business processes having implication on financial results are subject to quarterly reviews. Any material deficiency is discussed at Audit Committee.

2. The Company has deployed automation in most aspects of the transaction processing including policy administration, investment management, actuarial computations, expense processing, claims management, human resource processes and accounting to ensure greater control over financial reporting.

3. The Company has in place a robust IT control environment over the tools, applications, spreadsheets and information resources used for preparation of financial statements.

4. Control over third party service providers relevant from the financial reporting perspective.

Self-assessment mechanism: Supports the internal control framework by a continuous loop of self-assessment and testing of controls by the process owners

1. Self-assessment of compliance with applicable regulations is conducted quarterly through a detailed compliance checklist by process owners and certification by MD.

2. A Risk And Control Self- assessment is carried out to identify and assess operational risk in respect of all aspects related to controls over reporting process. Appropriate mitigation plans are in place for any identified risks.

3. Assessment of controls in light of any audit findings, compliance self disclosures or fraud incidents

Auditor''s Report

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

Internal audit and compliance framework

Internal Audit: The Company has in place an internal audit framework with a risk based audit approach. The basic philosophy of risk based internal audit is to provide reasonable assurance to the Board Audit Committee and top management about the adequacy and effectiveness of the risk management and control framework in the Company.

Review of controls is undertaken by internal audit through execution of internal audits as per risk based audit plan. The internal audit covers auditing of processes, transactions and systems. Key audit observations and recommendations made are reported to the Board Audit Committee every quarter. Implementation of the recommendations is actively monitored.

The internal audit function is capable of reviewing and assessing the adequacy and effectiveness of, and the Company''s adherence to its internal controls as well as reporting on its policies and procedures.

Compliance: The Board Audit Committee oversees the compliance framework of the Company. The Company has formulated various internal policies/procedures and an employee code of conduct, which govern day-to-day activities to ensure compliance. The Compliance function disseminates relevant laws, regulations and circulars related to insurance, anti-money laundering and other regulatory requirements, to various functions. It also serves as a reference point for the staff of various functions for seeking clarifications on applicable laws, regulations and circulars issued by the regulatory authorities. The Compliance team also monitors the adequacy of the compliance framework across the Company. Key issues observed as part of this monitoring are reported to the Board Audit Committee, and implementation of recommendations is actively monitored. A compliance certificate signed by the Managing Director & CEO, based on the certification from respective functional heads, is placed at the Board Audit Committee on a quarterly basis.

Risk Management

The Company recognises that risk is an integral element of the business and managed acceptance of risk is essential for the generation of shareholder value. The risk governance structure of the Company consists of the Board, the Board Risk Management Committee (BRMC), the Executive Risk Committee (ERC) and its sub-committees. The Board approved risk policy details identification, measurement, monitoring and control standards relating to the various individual risks, namely investment (market, credit and liquidity), insurance and operational risks.

1. Investment risk

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

(a) Product approval process: Launching new products can significantly alter the risk profile of the Company''s Balance Sheet. Investment risks inherent in the new products or significant modifications to existing products are identified at the product design stage and products are launched only after approval by the ERC.

(b) Asset Liability Management (ALM): The Company has detailed Investment Specifications that govern the investment strategy and limits for each fund depending on the profile of the liability backed by those assets. For each category of products, the Investment Specifications specify limits to permissible exposures to various asset classes, duration guidelines for fixed income instruments and minimum investment in liquid assets.

(c) Exposure limits have been defined for companies, groups and industries in accordance with IRDAI guidelines and the Company''s internal Investment Policy. The Company restricts investments primarily to securities rated AA and above.

(d) The Company has a liquidity contingency plan in place.

2. Insurance risk

Insurance risk is the risk arising because of mis-estimation of the best estimate or because of random fluctuations in the frequency, size and timing of insurance liabilities. Insurance risk is composed of the

following components: mortality, morbidity, persistency and expense

risk. These risks are mitigated through:

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

(b) Reinsurance: The Company uses appropriate reinsurance arrangements, including catastrophe reinsurance, to manage insurance risk. The arrangements are with select and financially sound reinsurers. The Company''s reinsurance exposures are considered and approved by the ERC periodically.

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

(d) Experience analysis: The Company conducts its experience analysis regularly to ensure that corrective action can be initiated at the earliest opportunity and that assumptions used in product pricing, reserving and embedded value reporting are in line with experience. The Company actively monitors its claims experience, persistency levels and expense ratios.

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

3. Operational risk

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

The Company uses the following approaches to manage the risk:

(a) The Company develops and monitors mitigation plans for high risk items identified through the Risk Control Self-Assessment (RCSA) done by each business function, loss events and/or audit findings.

(b) The Company actively promotes a risk awareness culture by improving understanding through communication and education amongst management, employees, contractors and vendors. It further engages with the law enforcement agencies to create awareness on various insurance frauds and emerging issues

(c) Use of insurance: The Company periodically evaluates the purchase of insurance to mitigate operational risk.

(d) Fraud Management: The Company follows both a proactive and reactive approach to manage fraud. Proactive management is done by using triggers to identify suspected frauds and through random sample checks. Reactive management is done through incident management. Investigation is done for identification of process/system failures and/or identification of responsible internal/external parties. The Company ensures implementation of controls to prevent repeat incidents, financial recovery process and disciplinary action against involved employees in accordance to Malpractice Matrix. It also initiates actions through law enforcement authorities based on severity of the incident.

(e) Outsourcing Risk: Processes of the Company are outsourced as permitted under the regulatory guidelines. The Company carries out required due-diligence for any new activity or vendor empanelment.

(f) Business Continuity Management (BCM): The Company has a BCM framework to ensure resilience and continuity of key products and services at minimum acceptable level to achieve business-as usual presence in the market place and safety of human resources. This includes systems and processes including use of disaster recovery sites and business continuity drills for critical processes.

(g) Information Security: The Company has an information security framework that ensures all information assets are safeguarded by establishing comprehensive management processes throughout the organization.

(h) Whistle-blower policy that facilitates reporting of observed breaches. Employee Code of Conduct that is laid out with a malpractice matrix prescribing disciplinary action including caution, deterrent action and termination based on the nature and seriousness of non-compliant behavior.

Whistle Blower Policy

The Company has formulated a Whistle blower Policy to encourage employees to report matters without the risk of subsequent victimisation, discrimination or disadvantage. As per the Policy, employees can raise concerns related to breach of any law, statute or regulation, issues related to accounting policies and procedures, acts resulting in financial loss or loss of reputation, misuse of office, suspected/actual fraud and criminal offences, non-compliance to anti-bribery & anti-corruption policy by the Company or its employees to the Board Audit Committee through specified channels. This mechanism has been communicated and posted on the Company''s intranet.

Code of Conduct for Prevention of Insider Trading

The Company has a Code of Conduct for Prevention of Insider Trading . The objective of the Code is to prohibit insider trading in any manner by the Designated Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a need to know basis.

The Code is applicable to all Designated Persons and their Immediate Relatives as defined in the Code.

Code of business conduct and ethics

The Board of Directors has approved a Code of Business Conduct and Ethics for Directors and employees of the Company. The Code aims at ensuring consistent standards of conduct and ethical business practices across the constituents of the Company.

The Code lays down the broad framework of general guiding principles. Sexual Harassment Policy

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 provides protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment. The Company has a laid down policy on sexual harassment at work place and has communicated to all its employees about the same. The Company believes in providing a safe working environment at the workplace. On an ongoing basis, the Company creates education & awareness amongst employees through training program/ seminars, e-mail campaigns.

CORPORATE GOVERNANCE

The corporate governance framework of the Company is based on an effective independent Board, the separation of Board''s supervisory role from the executive management and the constitution of Board Committees, generally comprising a majority of independent/non-executive Directors and chaired by independent Directors, to oversee critical areas.

Board of Directors

The Company has a broad-based Board of Directors, constituted in compliance with the Companies Act, 2013 and in accordance with IRDAI Corporate governance guideline, 2009. The Board comprises four Directors nominated by ICICI Bank Limited, two nominated by Prudential Plc, four independent Directors, the Managing Director & CEO and two Executive Directors. Except the Managing Director & CEO and two Executive Directors, all other Directors including the Chairperson of the Board are non-executive Directors. There is a clear segregation of responsibility and authority between the non-executive Directors and the executive management. The Board is responsible for overall corporate strategy and other responsibilities as laid down by IRDAI under the Corporate Governance guidelines. The Managing Director & CEO and the Executive Directors oversee implementation of strategy, achievement of the business plan and day-to-day operations. There is an appropriate mix of executive, non-executive and independent Directors. None of the Directors are related to any other Director or employee of the Company.

All independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 which has been relied on by the Company and placed at its Board Meeting held on April 26, 2016.

The Board functions either as a full Board or through various Committees constituted to oversee specific areas. The Board has constituted eight Committees, namely, Board Audit Committee, Board Risk Management Committee, Board Investment Committee, Board Customer Service & Policyholders'' Protection Committee, Board Nomination and Remuneration Committee, Board Corporate Social Responsibility Committee, Stakeholders Relationship Committee (earlier known as Share Transfer Committee) and With Profits Committee.

There were six Meetings of the Board during FY2016 - on April 24, 2015, July 28, 2015, September 30, 2015, October 27, 2015, December 16, 2015 and January 19, 2016. The maximum interval between any two meetings did not exceed 120 days. The names of the Directors with their qualification and field of specialisation are set out in the following table:

Name of the Director

Directors Identification Number (DIN)

Qualification

Field of specialisation

Nominee Directors

Ms. Chanda Kochhar, Chairperson

00043617

MMS - Finance, ICWA

Banking, Financial Services

Mr. N. S. Kannan

00066009

Bachelor of Engineering (Honours) PGDM, Chartered Financial Analyst (ICFAI)

Banking, Financial Services

Mr. K. Ramkumar

00244711

B. Sc, PG Diploma in Personnel & Industrial Relations Management

Human Resources Management, Customer Service and Operations

Mr. Rajiv Sabharwal

00057333

B.Tech. (IIT Delhi), PGDM

Banking, Financial Services

Mr. Barry Stowe1

00953024

BA - Politics

Life Insurance, fund management

Mr. Tony Wilkey2

02337488

MBA

Insurance, asset management

Mr. Adrian O''Connor

02417554

Fellow of the Institute of Actuaries and Fellow of Society of Actuaries

Financial management, strategic planning

Independent Directors

Mr. Keki Dadiseth3

00052165

B. Com, F.C.A (England and Wales)

Finance

Prof. Marti G. Subrahmanyam

00306761

B.Tech, PGDM, Ph.D.

Corporate finance, capital markets and international finance

Ms. Rama Bijapurkar

00001835

B.Sc (Hon.), PGDM

Market strategy

Mr. Vinod Kumar Dhall

02591373

LLB , M.Sc, Masters degree in Mathematics

Corporate Affairs, Law and Insurance

Mr. V. Sridar

02241339

B. Com (Hons), FCA

Banking, Finance and Accountancy

Executive Directors

Mr. Sandeep Bakhshi, Managing Director & CEO

00109206

B.E (Mech), PGDM

Banking, Insurance, Financial Services

Mr. Puneet Nanda

02578795

B.E, PGDM

Insurance, Financial Services

Mr. Sandeep Batra

03620913

B.Com, F.C.A., A.C.S.

Banking, Insurance, Financial Services

1. Mr. Barry Stowe ceased to be a Nominee Director with effect from July 28, 2015.

2. Mr. Tony Wilkey was appointed as the Nominee Director with effect from July 29, 2015.

3. Mr. Keki Dadiseth was an independent director of the Company up to April 25, 2016.

The names of the Directors and their attendance at Board Meetings during the year are set out in the following table:

Name of the Director

Board Meetings attended/

Number of other directorships

Number of other

held during the year

Of Indian public limited companies1

Of other companies2

committee3 memberships

Nominee Directors

Ms. Chanda Kochhar, Chairperson

6/6

4

3

Mr. N. S. Kannan

5/6

4

2

1

Mr. K. Ramkumar

3/6

2

-

-

Mr. Rajiv Sabharwal

5/6

2

-

-

Mr. Tony Wilkey4

2/4

-

1

-

Mr. Barry Stowe5 Mr. Adrian O''Connor

1/2

3/6

N. A.

Independent Directors Mr. Keki Dadiseth6

6/6

9

1

8

Prof. Marti G. Subrahmanyam

4/6

-

3

-

Ms. Rama Bijapurkar

6/6

3

1

2

Mr. Vinod Kumar Dhall

5/6

6

-

6

Mr. V. Sridar

6/6

7

-

9

Executive Directors

Mr. Sandeep Bakhshi, Managing Director & CEO

5/6

2

Mr. Puneet Nanda

5/6

1

-

-

Mr. Sandeep Batra

5/6

2

1

1

1. Comprises public limited companies incorporated in India.

2. Comprises private limited companies incorporated in India and foreign companies but excludes Section 8 companies and not for profit foreign companies.

3. Comprises only Audit Committee and Shareholders''/Investors'' Grievance Committee of Indian public companies.

4. Mr. Tony Wilkey was appointed as the Nominee Director with effect from July 29, 2015.

5. Mr. Barry Stowe resigned as the Nominee Director with effect from July 28, 2015.

6. Mr. Keki Dadiseth was an independent director of the Company up to April 25, 2016.

In accordance with the provision of section 152 of the Companies Act, 2013, Mr. K. Ramkumar (DIN: 00244711) and Mr. Sandeep Batra (DIN: 03620913) would retire by rotation at the ensuing AGM. Mr. Sandeep Batra, being eligible has offered himself for re-appointment.

Annual evaluation by the Board

There is a well defined framework for performance evaluation of the Board/Chairperson/ whole-time directors and Independent Directors. The evaluation of the Board/Chairperson/ whole-time directors and Independent Directors for FY2016 was completed through an online survey portal.

Meeting of Independent Directors

During FY2016, the meeting of the Independent Directors was held on April 24, 2015. The names of the Independent Directors and their attendance at Independent Directors Meeting during the year are set out in the following table:

Name of the member

Number of meetings attended/held

Mr. Keki Dadiseth

1/1

Prof. Marti G. Subrahmanyam

1/1

Ms. Rama Bijapurkar

1/1

Mr. Vinod Kumar Dhall

1/1

Mr. V. Sridar

1/1

Board Committees

The details of Board Committees are as follows:

a) Board Audit Committee

The primary objective of the Committee is to monitor and provide an effective supervision of the financial reporting process, with high levels of transparency, integrity and quality of financial reporting. The Committee shall oversee the work of internal audit & compliance functions and ensure deployment of policies for an effective control mechanism including mechanism to address potential conflict of interest among stakeholders. The Committee has the authority and responsibility to select, evaluate and recommend the statutory auditors in accordance with law. The Committee shall ensure independence of control functions demonstrated by a credible reporting arrangement.

Terms of Reference:

I. Accounts & Audit

Oversee the financial statements, financial reporting, statement of cash flow and disclosure processes both on an annual and quarterly basis.

Recommend the appointment, re-appointment and, if required, the replacement or removal; remuneration, performance and oversight of the work of the auditors (internal/statutory/concurrent) and to review and monitor the auditor''s independence and performance, and effectiveness of audit process.

Oversight of the procedures and processes established to attend to issues relating to maintenance of books of account, administration procedures, transactions and other matters having a bearing on the financial position of the Company, whether raised by the auditors or by any other person including evaluation of risk management systems.

Discuss with the statutory auditors before the audit commences, about the nature and scope of audit, as well as, have post-audit discussions to address areas of concern.

Approval of payment to statutory auditors and internal auditors or any of its associated persons or companies, for any other services rendered by them.

Reviewing, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on the exercise of judgment by management.

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

- Compliance with listing and other legal requirements relating to financial statements to the extent applicable.

- Approval or any subsequent modification and disclosure of any related party transactions of the Company.

- Qualifications in the draft audit report.

To the extent applicable review with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

Review of housekeeping items, particularly review of suspense balances, reconciliations (including Subsidiary General Ledger (SGL) accounts) and other outstanding assets & liabilities.

II. Internal Audit

Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

Oversee the efficient functioning of the internal audit department and review its reports. The Committee will additionally monitor the progress made in rectification of irregularities and changes in processes wherever deficiencies have come to notice.

Set-up procedures and processes to address all concerns relating to adequacy of checks and control mechanisms.

Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Review with the management, performance of internal auditors, and the adequacy of the internal control systems.

Look into the reasons for substantial defaults in the payment, if any, to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

Review the functioning of the Whistle Blower mechanism.

III. Compliance & Ethics

- Monitor the compliance function and the Company''s risk profile in ! respect of compliance with external laws and regulations and internal policies, including the Company''s code of ethics or conduct.

Review reports on the above and on proactive compliance activities aimed at increasing the Company''s ability to meet its legal and ethical obligations, on identified weaknesses, lapses, breaches or violations

and the controls and other measures in place to help detect and address the same.

- Supervise and monitor matters reported using the Company''s whistle blowing or other confidential mechanisms for employees and others to report ethical and compliance concerns or potential breaches or violations.

- Advise the Board on the effect of the above on the Company''s conduct of business and helping the Board set the correct tone at the top by communicating, or supporting the communication, throughout the Company of the importance of ethics and compliance.

Approve compliance programmes, reviewing their effectiveness on a regular basis and signing off on any material compliance issues or matters.

Review key transactions involving conflict of interest.

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

Review compliance of Insurance Regulatory & Development Authority of India (IRDAI) Corporate Governance guidelines.

Monitor the directives issued/penalties imposed/penal action taken against the Company under various laws and statutes and action taken for corrective measures.

Composition

There were five Meetings of the Board Audit Committee held during FY2016

- on April 23, 2015, June 25, 2015, July 27, 2015, October 26, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member

Number of meetings attended/held

Mr. Keki Dadiseth - Chairman1

5/5

Mr. K. Ramkumar Mr. Adrian O''Connor

3/5

0/5

Mr. V. Sridar2

5/5

Mr. Vinod Kumar Dhall

4/5

Prof. Marti G. Subrahmanyam3

-

1. Was an Independent Director and Chairman of Audit Committee upto April 25, 2016

2. Appointed as a Chairman of the Audit Committee with effect from April 26, 2016

3. Appointed as a member of the Audit Committee with effect from April 26, 2016

b) Board Risk Management Committee

The Committee reviews the Risk Management policy of the Company, including Asset Liability Management (ALM), to monitor all risks across the various lines of business of the Company and establish appropriate systems to mitigate such risks. The Committee also reviews the risk appetite and risk profile of the Company. The Committee oversees the effective operation of the risk management system and advises the Board on key risk issues.

Terms of Reference:

A. Risk Management

i. Assisting the Board in effective operation of the risk management system by performing specialised analysis and quality reviews;

ii. Maintaining a group wide and aggregated view of the risk profile of the Company in addition to the individual risk profiles;

iii. Reporting to the Board details of the risk exposures and the actions taken to manage the exposures;

iv. Advising the Board with regard to risk management decisions in relation to strategic and operational matters such as corporate strategy, acquisitions and related matters;

B. Asset Liability Management (ALM)

i. Formulating and implementing optimal ALM strategies, both at the product and enterprise level and meeting risk versus reward objectives;

ii. Reviewing the Company''s overall risk appetite and laying down the i risk tolerance limits;

iii. Monitoring risk exposures at periodic intervals and revising strategies as appropriate including those for ALM; and

iv. Placing information pertaining to ALM before the Board at periodic intervals.

v. Setting the risk/reward objectives i.e. the risk appetite of the Company informed by assessment of policyholder expectations

vi. Quantifying the level of risk exposure Composition

There were four Meetings of the Board Risk Management Committee held during FY2016 - on April 23, 2015, July 27, 2015, October 20, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member

Number of meetings attended/held

Prof. Marti G. Subrahmanyam - Chairman

4/4

Ms. Rama Bijapurkar

3/4

Mr. N. S. Kannan

2/4

Mr. Adrian O''Connor

0/4

c) Board Investment Committee

The Investment Committee assists the Board in fulfilling its oversight responsibility for the investment assets of the Company. The Committee is responsible for formulating the overall investment policy and establishing a framework for its investment operations with adequate controls. The Committee also monitors investment performance against the applicable benchmarks and provide guidance for protection of shareholders'' and policyholders'' funds.

Terms of Reference:

Responsible for the statement and review of the Investment Policy and operational framework for the investment operations of the Company. The Investment Policy and operational framework should, inter alia, encompass aspects concerning liquidity for smooth operations, compliance with prudential regulatory norms on investments, risk management/mitigation strategies to ensure commensurate yield on investments in line with policyholders'' reasonable expectations and above all protection of policyholders'' funds.

Put in place an effective reporting system to ensure compliance with the Investment Policy set out by it apart from Internal/Concurrent Audit mechanisms for a sustained and on-going monitoring of Investment Operations.

To furnish a report to the Board on the performance of Investments atleast on a quarterly basis and provide an analysis of its Investment portfolio and on the future outlook.

Composition

There were four Meetings of the Board Investment Committee held during FY2016 - on April 23, 2015, July 27, 2015, October 20, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member

Number of meetings attended/held

Prof. Marti G. Subrahmanyam - Chairman

4/4

Mr. N. S. Kannan

2/4

Mr. Adrian O''Connor

0/4

Mr. Sandeep Bakhshi

4/4

Mr. Sandeep Batra

4/4

Mr. Satyan Jambunathan*

4/4

Mr. Manish Kumar*

4/4

Mr. Binay Agarwala*

4/4

* As per IRDAI regulation Board Investment Committee shall also have Appointed Actuary, Chief Investment Officer and Chief Financial Officer as members

d) Board Customer Service & Policyholders'' Protection Committee

The Board Customer Service & Policyholders'' Protection Committee will assist the Board to protect the interests of the policyholders and improve their experiences in dealing with the Company at all stages and levels of their relationship with the Company. In this connection, the Committee aims to upgrade and monitor policies and procedures for grievance redressal and resolution of disputes, disclosure of material information to the policy holders, and compliance with the regulatory requirements

Terms of Reference:

Putting in place proper procedures and effective mechanism to address complaints and grievances of policyholders including misselling by intermediaries

Ensure compliance with the statutory requirements as laid down in the regulatory framework pertaining to policyholders'' protection

Review of the mechanism at periodic intervals

- Ensure adequacy of disclosure of material information to the policyholders. These disclosures shall, for the present, comply with the requirements laid down by the Authority both at the point of sale and at periodic intervals

Review the status of complaints of the policyholders at periodic intervals

Provide the details of grievances at periodic intervals in such formats as may be prescribed by the Authority

Provide details of insurance ombudsmen to the policyholders

Shape the customer service philosophy and policies of the organisation based on the overall environment in the financial services industry

Oversee the functions of the customer service council

Review measures for enhancing the quality of customer service

Provide guidance to improve in the overall satisfaction level of customers

The Company has a Grievance Redressal Committee. The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders''

Protection Committee for information. The GRC is formed to provide effective grievance redressal to the policyholders. The GRC consists of two external members and three members from senior management team of the Company. Mr. R. Narayanan, an external member, chairs the GRC. As part of the grievance redressal mechanism, the GRC constituted as the final authority to address the policyholders'' grievances before approaching | the Regulator and the Ombudsman office. The GRC meets on a quarterly basis with the following terms of reference:

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

b) Review and approve representations received on claims repudiations.

c) Ensure that the Company follows all prescribed regulatory requirements on policyholder service.

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

The key discussions of the GRC Meeting are put up at the Board Customer Service & Policyholders'' Protection Committee for information.

Composition

There were four Meetings of the Board Customer Service & Policyholders'' Protection Committee held during FY2016 - on April 23, 2015, July 27, 2015, October 26, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member

Number of meetings attended/held

Mr. Vinod Kumar Dhall - Chairman

4/4

Mr. K. Ramkumar

4/4

Mr. Adrian O''Connor

0/4

e) Board Nomination and Remuneration Committee

The Board Nomination & Remuneration Committee shall assist the Board to formulate policies relating to the composition & remuneration of the directors, key managerial personnel, other employees consistent with criteria approved by the Board. The Committee shall coordinate and oversee the self-evaluation of the performance of the Board and succession planning for senior management. The Committee shall ensure that the Board comprises competent and qualified Directors.

Terms of Reference:

To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director''s performance.

To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

To ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully.

To ensure that relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

To approve the compensation programme and to ensure that remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

Composition

There were three Meetings of the Board Nomination & Remuneration Committee held during FY2016 - on April 24, 2015, July 28, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member

Number of meetings attended/held

Ms. Rama Bijapurkar - Chairperson

3/3

Prof. Marti G. Subrahmanyam

3/3

Mr. Vinod Kumar Dhall

3/3

Mr. K. Ramkumar

1/3

Mr. Adrian O''Connor

1/3

f) Board Corporate Social Responsibility (CSR) Committee

The purpose of the Committee is to formulate and recommend to the Board the CSR policy of the Company. It will also formulate the annual CSR plan, and monitor the CSR activities and compliance with the CSR policy from time to time. Corporate Social Responsibility Policy of the Company as per section 135 of the Companies Act, 2013 is put up on the Company''s website.

Terms of Reference:

To formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company.

To recommend the amount of expenditure to be incurred on the Corporate Social Responsibility activities.

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

Composition

There were two Meetings of the Board Corporate Social Responsibility Committee held during FY2016 - on April 23, 2015 and January 18, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member

Number of meetings attended/held

Mr. Vinod Kumar Dhall - Chairman

2/2

Mr. K. Ramkumar

2/2

Mr. Adrian O''Connor

0/2

g) Stakeholders Relationship Committee4

Terms of reference:

Consider and review redressal and resolutions of the grievances of the security holders of the company, including those of shareholders, debenture holders and other security holders

Approval and rejection of transfer and transmission of shares or securities, including preference shares, bonds, debentures and securities

Approval and rejection of requests for split and consolidation of share certificates

Approval and rejection of issue of duplicate share, issued from time to time

4. Earlier known as Share Transfer Committee. It is renamed as Stakeholders Relationship Committee with effect from April 26, 2016

Redemption of securities and the listing of securities on stock exchanges Allotment of shares and securities Any other activities which are incidental or ancillary thereto Members:

Mr. Vinod Kumar Dhall (Chairman)

Mr. Keki Dadiseth*

Mr. Sandeep Bakhshi, Managing Director & CEO Mr. Sandeep Batra, Executive Director**

* Was a member upto April 25, 2016

** Appointed as a member with effect from April 26, 2016

During the year, no meeting of the Share Transfer Committee was held.

h) With Profits Committee Terms of reference:

Maintaining the asset shares, at policy level, and ensuring that only the portion of expenses representing this business shall be allocated and interest rate credits to these asset shares represent the underlying assets of these funds.

Determining the asset share for each product in accordance with the guidance or practice standards, etc. issued by the Institute of Actuaries of India.

Providing approval for the detailed working of the asset share, the expense allowed for, the investment income earned on the fund, etc. which were represented in the asset share.

Composition

There were two Meetings of the With Profits Committee held during FY2016 - on April 17, 2015 and February 26, 2016. The details of the composition of the Committee and attendance at its Meetings are set out in the following table:

Name of the member

Number of meetings attended/held

Mr. V. Sridar - Chairman

2/2

Mr. Adrian O'' Connor

0/2

Mr. N. S. Kannan

2/2

Mr. Sandeep Bakhshi

2/2

Mr. N. M. Govardhan*

2/2

Mr. Satyan Jambunathan*

2/2

* As per IRDAI regulations With Profits Committee shall also have an Independent Actuary and Appointed Actuary as members.

Criteria for appointment of Directors & Senior Management

The Company has a well defined Policy for determining criteria for appointment of Directors & Senior Management personnel.

Compensation & Benefits Policy

The Compensation & Benefits Policy is applicable to the Whole time Directors, Key Managerial Personnel (KMP), Senior Managerial Personnel (SMP) and other employees.

Philosophy on compensation and benefits

The Company''s philosophy on compensation and benefits is based on the ethos of meritocracy. The twin pillars of the performance management

system and talent management system are closely intertwined with the compensation and benefits policy of the Company. The Company follows the cost to Company approach while determining the compensation and benefits structure. While the Company aims to ensure internal and external equity consistent with emerging market trends, the Company''s business model and affordability based on business performance sets the overarching boundary conditions.

Compensation structure

To meet the organisational objective of attracting, rewarding and retaining talent, compensation is delivered through a holistic composition of instruments as given below:

Annual Guaranteed Pay Variable Pay Long-term Pay Non-cash Benefits Malus and Claw back

Review of compensation & benefits'' practices

The review of compensation decisions involve:

Review of the prevalent and emerging trends in the market with

specific reference to compensation and benefits provided

Review of compensation and benefits policies in line with emerging

employee needs and organisational priorities

Decisions pertaining to annual increments, bonus payout, stock option

grants, promotions and benefits at various levels

As provided under Article 135 of the Articles of Association of the Company, the fees payable to the Non-Executive Directors (other than nominee Directors of ICICI Bank Limited and Prudential i.e. the promoter group) for attending a Meeting of the Board or Committee thereof are decided by the Board of Directors from time to time within the limits prescribed by the Companies Act, 2013 or the Central Government. The Board of Directors has approved the payment of '' 100,000 as sitting fees for each Meeting of Board and '' 20,000 as sitting fees for each Meeting of Committee attended. This amount is within the limits prescribed as per rule 4 of Companies (Appointment & Remuneration) Rules, 2014 of the Companies Act, 2013. Other than the sitting fee no other remuneration is paid to the Non-Executive Directors.

Sitting fees paid to independent Directors during the financial year ended March 31, 2016:

Name of the Director

Amount (in '')

Mr. Keki Dadiseth

700,000

Prof. Marti G. Subrahmanyam

620,000

Ms. Rama Bijapurkar

720,000

Mr. Vinod Kumar Dhall

760,000

Mr. V. Sridar

740,000

* As per requirements of IRDAI regulations, Mr. N. M. Govardhan being an Independent Actuary is required to be a member of the With Profits Committee and is paid fees of '' 200,000 for attending the Meetings.

The following special resolutions were passed by the members during the last three Annual General Meeting:

General Body Meetings

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

Financial Year ended

Day, Date

Start time

Venue

Thirteenth AGM

Thursday, June 20, 2013

11.00 a.m.

ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

Fourteenth AGM

Monday, June 23, 2014

4.30 p.m.

ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

Fifteenth AGM

Thursday, June 25, 2015

10.00 a.m.

ICICI Prudential Life Insurance Company Limited, 1089 Appasaheb Marathe Marg, Prabhadevi, Mumbai 400025

Annual General Meeting held on June 20, 2013

Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Annual General Meeting held on June 23, 2014

Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Revision in remuneration payable to Mr. Sandeep Batra, Executive Director. Annual General Meeting held on June 25, 2015

Re-appointment & Revision in remuneration payable to Mr. Sandeep Bakhshi, Managing Director & CEO.

Re-appointment & Revision in remuneration payable to Mr. Puneet Nanda, Executive Director.

Revision in remuneration payable to Mr. Sandeep Batra, Executive Director.

General Shareholder Information

General Body Meeting__Day, Date__Venue_

Sixteenth AGM Friday, June 24, 2016 ICICI Prudential Life Insurance

at 11.00 a.m. Company Limited, 1089

Appasaheb Marathe Marg, PrabhadevUMumbai400025__

Extra Ordinary General Meeting

The details of the last Extra Ordinary General Meeting (EGM) is given below:

Day, Date__Start time__Venue_

Monday, January 18, 1.00 p.m. ICICI Prudential Life Insurance

2016 Company Limited, 1089

Appasaheb Marathe Marg, PrabhadevUMumbai400025__

The following special resolutions were passed by the members during the Extra Ordinary General Meeting held as above:

Special grant of Employee Stock Options of ICICI Bank Limited to Mr. Sandeep Bakhshi

Special grant of Employee Stock Options of ICICI Bank Limited to Mr. Puneet Nanda

Special grant of Employee Stock Options of ICICI Bank Limited to Mr. Sandeep Batra

Share Transfer System

The Company''s investor services are handled by 3i Infotech Limited (3i Infotech). 3i Infotech is a SEBI registered Category I - Registrar to an Issue & Share Transfer (R&T) Agent.

Transfer Agent

The address of the Registrar and Transfer Agent of the Company is as follows.

3i Infotech Limited International Infotech Park Tower 5, 3rd Floor Vashi Railway Station Complex Vashi, Navi Mumbai 400 703 Maharashtra, India Tel No. : 91-22-4113 8000 Fax No. : 91-22-4113 8099

ADDITIONAL INFORMATION Conservation of Energy and Technology absorption

In view of the nature of business activity of the Company, the information relating to the conservation of energy and technology absorption, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not required to be given.

Foreign exchange earnings and outgo

Details of foreign exchange earnings and outgo required under section 134(3)(m) of The Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014 are as under:

Employee Stock Option Schemes

The Company has an employee stock option scheme. The Employee Stock Option Scheme - 2005 (ESOS 2005) was approved by the shareholders vide a special resolution on March 28, 2005. The summary information on ESOS 2005 is provided as Annexure E to this Report.

Ind AS Implementation

Ministry of Corporate Affairs (MCA) has issued a roadmap for implementation of Ind AS converged with International Financial Reporting Standard (IFRS). Subsequently, IRDAI issued a circular on March 1, 2016 on implementation of Ind AS in insurance sector. Board of Directors in their meeting dated April 26, 2016 have taken on record the circular on Ind AS implementation.

The Board Audit Committee has been entrusted with the responsibility of overseeing the progress of the Ind AS implementation process and report to the Board quarterly. Accordingly, the details of Ind AS implementation strategy was presented to the Committee.

The Company has set up a steering committee for implementation of Ind AS comprising of an Executive Director, CFO, Appointed Actuary and Chief of Operations and IT. Audit Committee would oversee the progress of the implementation and report quarterly to the Board including the impact of Ind AS implementation on financial position/adequacy of solvency capital and other relevant aspects. The Company is also required to submit proforma Ind AS financial Statements to IRDAI from the quarter ended December 31, 2016 onwards.

Events after Balance Sheet date

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

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the requirements of Section 134(3) (c) of the Companies Act, 2013 and the Corporate Governance Guidelines, the Board of Directors confirm:

(a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors are grateful to the Insurance Regulatory & Development Authority of India, Reserve Bank of India and Government of India for their continued co-operation, support and advice.

The Directors would also like to take this opportunity to express sincere thanks to its valued customers for their continued patronage.

The Directors express their gratitude for the valuable advice and guidance received from time to time, from the auditors and the statutory authorities. The Directors express their deep sense of appreciation to all employees and distributors, who continue to display outstanding professionalism and commitment, enabling the organisation to retain market leadership in its business operations. The Directors also wish to express their gratitude to ICICI Bank Limited and Prudential Corporation Holdings Limited for their continued trust and support.

For and on behalf of the Board

Date : April 26, 2016 Chanda Kochhar

Place : Mumbai Chairperson

Director’s Report