TATA AIG GENERAL INSURANCE COMPANY LIMITED Twenty First Annual Report 2020-2021 TATA AIG GENERAL INSURANCE COMPANY LIMITED Board of Directors of the Company: Key Managerial Personnel of the Company: Mr. Saurabh Agrawal Chairman Mr. Neelesh Garg Managing Director & CEO Mr. F N. Subedar Director Mr. Sumedh Jog Chief Financial Officer Mr. Sumit Bose Independent Director Mr. Jitesh Bawa Chief Human Resource Officer Ms. Bhagyam Ramani Independent Director Mr. Vinay Rao Chief Investment Officer (Ceased w.e.f. 8th June 2021) Mr. Vijay Pandit National Head-Internal Audit Mr. Pratip Kar Independent Director Ms. Parvathi Singh Chief Claims Officer Ms. Alice Vaidyan Additional Director Mr. Satyanandan Atyam Chief Risk Officer th (Appointed w.e.f. 9 June 2021) Mr. Madhukar Sinha Chief Compliance Officer Ms. PH Vijaya Deepti Director Mr. JN Prasad Chief Underwriting Officer Mr. Neil Joe Minnich Director Mr. Amit Ganorkar Chief Operating Officer Mr. Steven Barnett Director Mr. Sushant Sarin EVP-Commercial Lines Mr. Neelesh Garg Managing Director & CEO Mr. Parag Ved EVP-Consumer Lines Mr. Neel Chheda Appointed Actuary Board Committees: Company Secretary: Board Audit Committee Board Risk Management Committee Mr. Ashish Sarma Board Investment Committee Board Policyholders’ Protection Committee Registered & Corporate Office: Board Nomination and Remuneration Committee Board Corporate Social Responsibility Committee Tata AIG General Insurance Company Limited Peninsula Business Park Auditors: Tower-A, 15th Floor G. K. Marg, Lower Parel A F Ferguson Associates, Chartered Accountants Mumbai-400013 Indiabulls Finance Center, Tower-III Tel no. 022-66699696 Elphinstone (W) Fax no. 022-66938170 Mumbai-400013 CIN: U85110MH2000PLC128425 Walker Chandiok & Co. LLP, Chartered Accountants Registrar & Transfer Agent(s) Indiabulls Finance Center, Tower-II Elphinstone (W) For Debentures: Mumbai-400013 NSDL Database Management Limited Trade Word, A-Wing, 4th Floor Customer Services & Claims: Kamala Mills Compound Senapati Bapat Marg, Lower Parel Tata AIG General Insurance Company Limited th Mumbai-400013 A-501, 5 Floor, Building no. 4 Infinity Park, Dindoshi Malad (E) For Equity Shares: Mumbai-400097 TSR Darashaw Consultants Private Limited Tel no. 1800 266 7780 C-101, 1st Floor, 247 Park Fax no. 022-66938170 Lal Bahadur Shastri Marg Vikhroli West Debenture Trustee: Mumbai 400083 Tel nos. 022 – 6656 8484 Axis Trustee Services Limited Fax no. 022- 66568494 The Ruby, 2nd Floor, SW, Website: www.tsrdarashaw.com 29 Senapati Bapat Marg, Dadar West, Mumbai – 400 028 Tel no. 022 62300451 Website: www.axistrustee.in TATA AIG GENERAL INSURANCE COMPANY LIMITED NOTICE Notice is hereby given that the Twenty First Annual General Meeting of the Members of Tata AIG General Insurance Company Ltd., will be held on Tuesday, the 6th day of July 2021 at 4.00 p.m. through Video conferencing mode. The venue of the meeting shall be deemed to be the registered office of the Company at Peninsula Business Park, Tower ‘A’, 15th floor, G. K. Marg, Lower Parel, Mumbai - 400013. ORDINARY BUSINESS 1. To consider and adopt the Audited Financial Statements as at 31st March 2021 and the Reports of the Board of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Neil Joe Minnich (DIN:08657512) who retires by rotation and being eligible offers himself for reappointment. 3. To appoint M/s. A F Ferguson Associates, Chartered Accountants (Reg. No. 102849W) as Joint Statutory Auditors of the Company to hold office for a period of four years from the conclusion of this Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2025 and to fix their remuneration. 4. To appoint M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Reg. No. 001076N) as Joint Statutory Auditors of the Company to hold office for a period of five years from the conclusion of this Annual General Meeting until the conclusion of the 26th Annual General Meeting of the Company to be held in the year 2026 and to fix their remuneration. 5. To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: Retirement of Mr. Farokh Subedar, Director of the Company “RESOLVED THAT Mr. Farokh Subedar, Director (DIN:00028428) liable to retire by rotation, who does not offer himself for re-appointment be not re-appointed as a Director of the Company and the vacancy so caused on the Board of the Company be not filled-up” 1 SPECIAL BUSINESS 6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: Commission to Non-Executive Directors of the Company “RESOLVED THAT pursuant to the provisions of Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made there under, the Articles of Association of the Company and the Guidelines issued by the Insurance Regulatory and Development Authority of India (“IRDAI”), the Company be and is hereby authorized to pay to its Directors (other than Managing Director and other Director of the Company who are not eligible), such sum by way of commission not exceeding Rs. 10,00,000/- (Rupees Ten Lakhs) payable to each such Director. RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company, be and is/are hereby authorized, singly and/or jointly to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution.” 7. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 190, 196, 197, Schedule V and other provisions, if any applicable, of the Companies Act, 2013, and the Articles of Association of the Company and Section 34A and other applicable provisions, if any, of the Insurance Act, 1938 and subject to such sanctions and approvals, as may be necessary, from the Insurance and Regulatory and Development Authority of India, consent of the members be and is hereby accorded to the Company to pay the following revised remuneration to Mr. Neelesh Garg (DIN: 03435242): A. Gross Salary- Rs. 3,88,99,440/- per annum effective from 1st April 2021. B. Performance Bonus maximum upto Rs. 3,88,99,440/- (The actual payment of Bonus is decided basis the performance score and as per the grid approved by the Board on recommendation of the Nomination and Remuneration Committee at their meetings held on 6th May 2021); C. Long Term Incentive Plan (“LTIP”) maximum upto Rs. 3,50,09,496/- (Grant pool amount is decided basis Performance score and as per the grid approved by the Board on recommendation of the Nomination and Remuneration Committee at their meetings held on 6th May 2021). The grant and vesting to happen based on the Board approved scheme. RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company, be and is /are hereby authorized, singly and/or jointly to do all such acts, 2 deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution." 8. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 164 and any other applicable provisions of the Companies Act, 2013 (“the Act”) read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Sumit Bose (DIN: 03340616), who was appointed as an Independent Director of the Company, and holds office upto 8th June 2021 and has submitted a declaration confirming he meets the criteria of independence under Section 149(6) of the Act alongwith the Notice in writing under Section 160(1) of the Act and is eligible for re-appointment for a second term, in accordance with the provisions of the Act and the Rules made thereunder and whose candidature for the office of Director has been recommended by the Nomination and Remuneration Committee and the Board of Directors, be and is hereby re-appointed as an Independent Director of the Company, to hold office for a second term of three consecutive years, with effect from 9th June 2021 and whose office shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company, be and is /are hereby authorized, singly and/or jointly to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution." 9. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 164 and any other applicable provisions of the Companies Act, 2013 (“the Act”) read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Ms. Alice Vaidyan (DIN: 07394437), who was appointed as an Additional Independent Director of the Company and has submitted a declaration confirming that she meets the criteria of independence under Section 149(6) of the Act alongwith the Notice in writing under Section 160(1) of the Act and is eligible for appointment in accordance with the provisions of the Act and the Rules made thereunder and whose candidature for the office of Director has been recommended by the Nomination and Remuneration Committee and Board of Directors, be and is hereby appointed as an Independent Director of the Company, to hold office for a term of three consecutive years, with effect from 9th June 2021 and whose office shall not be liable to retire by rotation.