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hdfc ergo general insurance company limited a subsidiary of housing development finance corporation limited fourteenth annual report 2020 2021 fourteenth annual report 2020 21 board of directors mr ritesh kumar ...

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                     HDFC ERGO GENERAL
                     INSURANCE COMPANY
                     LIMITED
                     A Subsidiary of Housing Development Finance Corporation Limited
                     Fourteenth Annual Report 2020-2021
         Fourteenth Annual Report 2020-21
             Board of Directors           Mr. Ritesh Kumar 
             Mr. Deepak S. Parekh         Managing Director & CEO 
             Chairman                     (DIN: 02213019)
             (DIN: 00009078)
             Directors                    Company Secretary
             Mr. Keki M. Mistry           Mr. Dayananda V. Shetty 
             (DIN: 00008886)              Membership No.: FCS 4638
             Ms. Renu Sud Karnad 
             (DIN: 00008064)              Auditors
             Dr. Oliver Martin Willmes    G. M. Kapadia & Co. 
             (DIN: 08876420)              Chartered Accountants
             (w.e.f October 12, 2020)     B. K. Khare & Co. 
             Mr. Alexander Ankel          Chartered Accountants
             (DIN: 07798908) 
             (upto October 11, 2020)
             Dr. Clemens Matthias Muth    Banker
             (DIN: 07824451)              HDFC Bank Ltd.
             (w.e.f October 12, 2020)
             Mr. Theodoros Kokkalas       Debenture Trustee 
             (DIN: 08093899)              IDBI Trusteeship Services Limited 
             (upto October 11, 2020)      Asian Building, Ground Floor,  
             Mr. Bernhard Steinruecke     17, R. Kamani Marg, Ballard Estate,  
             (DIN: 01122939)              Mumbai – 400 001  
                                          Tel. No: +91 22 40807062  
             Mr. Mehernosh B. Kapadia     Fax No: +91 22 22882312
             (DIN: 00046612)              Axis Trustee Services Limited 
             Mr. Arvind Mahajan           2nd Floor, Axis Bank Limited, Plot No. 25, 
             (DIN: 07553144)              Pusa Road, Karol Bagh, New Delhi – 110005 
             Mr. Ameet P.Hariani 
             (DIN: 00087866)
             Mr. Samir H. Shah            Registered & Corporate Office 
             Executive Director & CFO     HDFC House, 1st Floor,  
             (DIN: 08114828)              165-166, Backbay Reclamation,  
                                          H. T. Parekh Marg, Churchgate,  
             Mr. Anuj Tyagi               Mumbai-400 020. 
             Executive Director & CBO     Website: www.hdfcergo.com 
             Upto April 19, 2021)         E-mail: care@hdfcergo.com 
             (DIN: 07505313)              Tel. No: +91 22 66383600  
             Deputy Managing Director     CIN: U66030MH2007PLC177117 
             (w.e.f April 20, 2021)       IRDAI Reg. No. 146
         450
                                                                                                      HDFC ERGO General Insurance Company Limited
                      Directors’ Report
                      TO THE MEMBERS                                                Performance 
                      Your Directors are pleased to present the Fourteenth          The Gross Written Premium (GWP) of the Company 
                      Annual Report of your Company together with the  increased to ` 12,443.9 crore (PY: ` 9,760.1 crore).
                      audited financial statements for the financial year ended     The Net Earned Premium increased to ` 6,405.6 crore  
                      on March 31, 2021. The merger of HDFC ERGO Health             (PY: ` 4,450.4 crore). The Company achieved a Profit 
                      Insurance Limited (HEHI) with the Company was effective       before Tax of ` 791.8 crore (PY: ` 459.0 crore) after 
                      from November 13, 2020 with Appointed Date as March           providing for diminution in the value of investments and 
                      1, 2020. Accordingly, the financial results for FY 2020-      write-off of Bad and Doubtful Investments amounting to 
                      21 are for the merged entity.                                 ` 31.2 crore (PY: ` 21.7 crore). The Profit after Tax for the 
                      Financial Results                              (` in crore)   year is ` 591.7 crore (PY: ` 326.9 crore). 
                       Particulars                    Year ended      Year ended    Dividend
                                                  March 31, 2021 March 31, 2020*
                       Gross Written Premium          12,443.9         9,760.1      The Board of Directors had approved the payment of an 
                       Net Written Premium             6,504.3         4,866.9      interim dividend of ` 3 per equity share of ` 10 each for 
                       Net Earned Premium              6,405.6         4,450.4      the financial year 2020-21 in March 2021. During FY20, 
                       Other Income/Liabilities             7.4             4.8     the Company did not pay any dividend in view of advice 
                       written back                                                 from IRDAI to all insurers to refrain from dividend pay-
                       Net Incurred Claims             4,852.0         3,524.1      outs in view of COVID-19 pandemic. No amount is lying 
                       Net Commission                   (198.3)         (211.9)     in the unpaid dividend account. 
                       (Income)/ Expenses                                           No final dividend was recommended by the Board. 
                       Expenses of Management          2,080.8         1,543.6      Increase in Paid-up Share capital
                       Investment Income –               958.5           734.9
                       Policyholders                                                During the year, the Company allotted 3,45,651  equity 
                       General Insurance Result          636.9           334.3      shares of  ` 10 each pursuant to exercise of stock options 
                       Investment Income –               186.0           146.4      under Employees Stock Option Plan-2009 (ESOP-2009).
                       Shareholders                                                 Further, in terms of the Scheme of Amalgamation of 
                       Profit before Tax - Before        822.9           480.7      HEHI with the Company, 10,53,77,232 equity shares of 
                       providing for diminution                                     ` 10 each were allotted to the shareholders of HEHI on 
                       in value of investments                                      November 13, 2020.
                       &  write-off  of  Bad  and                                   The Paid-up equity share capital of the Company has 
                       Doubtful Investments                                         increased to ` 711.6 crore as on March 31, 2021 from 
                       Provision towards  31.2                             21.7     ` 605.8 crore as on March 31, 2020 and the Share 
                       diminution in value of                                       Premium Account increased to ` 1,401.3 crore as on  
                       investments & write- off                                     March 31, 2021 from ` 1,395.8 crore as on March 31, 
                       of Bad and Doubtful                                          2020.
                       Investments
                       Profit before Tax - After         791.8           459.0      Non-Convertible Debentures
                       providing for diminution                                     As at March 31, 2021, the Company’s outstanding Non-
                       in value of investments                                      Convertible Debentures (NCDs) stood at ` 504.00 crore 
                       &  write-off  of  Bad  and                                   consisting of:
                       Doubtful Investments                                         i.  3,500 Unsecured, Subordinated, Fully Paid-up, 
                       Provision for Tax                 200.1           103.6          Listed, Redeemable NCDs of the face value of  
                       MAT Credit Written Off                  -           28.4         ` 10,00,000 each, with a coupon of 7.60% per 
                       Profit after Tax                  591.7           326.9          annum allotted on November 9, 2016 and are 
                       Interim Dividend                  213.5                 -        redeemable on November 9, 2026. 
                       Transfer to Debenture                   -            2.4         The NCDs are rated by CRISIL and ICRA and were 
                       Redemption Reserve                                               assigned the highest rating of CRISIL AAA/Stable 
                       Profit carried to Balance                                        and ICRA AAA/Stable respectively;
                       Sheet                             378.2           324.5
                       Credit balance in P & L           778.4           832.0      ii.  800 Unsecured, Subordinated, Fully Paid-up, 
                       account at the year end                                          Listed, Redeemable NCDs of the face value of  
                      *Comprises  of  financial  results  of  the  Company  for         ` 10,00,000 each, with a coupon of 8.40% per  
                      the period of 12 months and 1 month of HEHI as the                annum allotted on September 18, 2017 and 
                      Appointed Date for merger was March 1, 2020.                      redeemable on September 17, 2027;
                                                                                                                                              451
                               Fourteenth Annual Report 2020-21
                                       iii.     740 Unsecured, Subordinated, Fully Paid-up, Listed,                                               Number of meetings of the Board
                                                Redeemable NCDs of the face value of ` 10,00,000                                                  During the year, the Board met seven (7) times on  
                                                each, with a coupon of 10.25% per annum allotted                                                  May 8, 2020, June 12, 2020, July 22, 2020, October 
                                                on September 18, 2018 and redeemable on  21, 2020, November 13, 2020, January 21, 2021 and 
                                                September 17, 2028.                                                                               March 3, 2021. 
                                       The above two NCDs are rated by CRISIL, CARE, Acuité                                                       The details of attendance of the Directors at the Board 
                                       and ICRA and were assigned the highest rating of CRISIL                                                    and Committee meetings are provided in the Report of 
                                       AAA/Stable, CARE AAA/Stable, Acuité AAA/Stable and                                                         the Directors on Corporate Governance.
                                       ICRA AAA/Stable respectively.                                                                              Policy on Director’s appointment and remuneration 
                                       All the above NCDs are listed on the Whole Sale Debt                                                       The Company has in place a Board approved Policy 
                                       Market Segment of BSE Limited.                                                                             on Appointment of Directors and Members of Senior 
                                       The Company has been regular in servicing its interest                                                     Management and other Employees (Appointment 
                                       towards NCDs.                                                                                              Policy) and Remuneration Policy for the Directors, Key 
                                                                                                                                                  Managerial Personnel (KMPs), Senior Management and 
                                       Debenture Redemption Reserve                                                                               other Employees (Remuneration Policy). 
                                       In accordance with the provisions of Section 71 of the                                                     The objective of the Appointment Policy is inter-alia 
                                       Companies Act, 2013 (‘Act’) read with Rule 18 of the                                                       to provide a framework and set standards for the 
                                       Companies (Share Capital and Debentures) Rules, 2014,                                                      appointment of high quality directors who should have 
                                       the Company was transferring amounts to the Debenture                                                      the capacity and ability to lead the Company towards 
                                       Redemption Reserve (DRR) from its profit till the quarter                                                  achieving its stated goals and strategic objectives,  
                                       ended June 30, 2019.                                                                                       taking into account the interest of all stakeholders 
                                       In terms of the Companies (Share Capital and Debenture)                                                    including shareholders, policyholders, channel partners 
                                       Amendment Rules, 2019 issued by the Ministry of  and employees.
                                       Corporate Affairs (MCA) vide its notification dated August                                                 The objective of the Remuneration Policy  is inter-alia to 
                                       16, 2019, DRR is not required to be created by listed                                                      ensure that (i) the level and composition of remuneration 
                                       companies in case of privately placed debentures. In                                                       is in line with other companies in the industry, sufficient 
                                       view of the same, the Company has stopped creating                                                         to attract and retain right talent at all levels and keep 
                                       DRR w.e.f quarter ended September 30, 2019.                                                                them motivated enough to meet the organizational 
                                                                                                                                                  objectives; (ii) a reasonable balance is maintained in 
                                       By an amendment to the Companies (Specification of                                                         the  composition  of  remuneration  (fixed  and  variable 
                                       definitions details) Rules, 2014, MCA vide its notification                                                component); (iii) to have performance measurement 
                                       dated  February  19,  2021  has  clarified  that,  public                                                  parameters in place to assess the overall performance of 
                                       companies which have not listed their equity shares on                                                     Directors, KMPs, Members of Senior Management and 
                                       a recognized stock exchange but have listed their non-                                                     other employees; and (iv) the remuneration of Whole-
                                       convertible debt securities issued on private placement                                                    time Directors including Managing Director & CEO, is 
                                       basis in terms of SEBI (Issue and Listing of Debt  fixed keeping in perspective the various risks including 
                                       Securities) Regulation, 2008 shall not be considered as                                                    their time horizon and that such remuneration reflects 
                                       a listed company w.e.f April 1, 2021.                                                                      the performance of the Company measured against 
                                       Accordingly, the Company will not be categorized as                                                        performance objectives including risk outcomes.
                                       a listed company under the Act and consequently, in                                                        The said Policies are available on the website of the 
                                       terms of Rule 18(7)(b)(iv)(B) of the Companies (Share                                                      Company (www.hdfcergo.com).
                                       Capital and Debentures) Rules, 2014 as amended,  Comments on Auditor’s Report
                                       the Company has to create DRR of 10% of value of  Neither the Secretarial Auditor nor the Joint Statutory 
                                       outstanding debentures, w.e.f April 1, 2021.                                                               Auditors  have  made  any  qualification,  reservation  or 
                                       As at March 31, 2021, the balance in DRR stands at                                                         adverse remark or disclaimer in their reports. The reports 
                                       ` 35.6 crore.                                                                                              of the Secretarial Auditor and the Joint Statutory Auditors 
                                                                                                                                                  are appended to this Report.
                                       Extract of Annual Return                                                                                   Further, during the year under review, the Joint Statutory 
                                       The extract of the Annual Return in prescribed                                                             Auditors have not come across or reported any incident 
                                       Form MGT- 9 is available on the website of the Company                                                     of fraud to the Audit and Compliance Committee of 
                                       (www.hdfcergo.com).                                                                                        Directors. 
                               452
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