ICICI~Lombard - GEN E RAL INSURANC E
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ICICI~Lombard - GEN E RAL INSURANC E- Ref. No.: MUM/SEC/55-05/2020 May 31 , 2019 To, The Manager The Manager Listing Department Listing Department BSE Limited The National Stock Exchange of India Ltd. 1 Phiroze Jeejeebhoy Tower Exchange Plaza, 5 h Floor, Plot C/ 1, Da lal Street G Block, Bandra-Kurla Complex Mumbai- 400001 Mumbai - 400051 BSE SCRIP Code: 540716 NSE Symbol: ICICIGI Dear Sir/Madam, Subject: Submission of Annual Report of ICICI Lombard General Insurance Company Limited for the FY2019 and Notice of Annual General Meeting Pursuant to Regulation 34( 1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Annual Report for FY2019 along w ith the Notice of Nineteenth Annual General Meeting of the Company to be held on Thursday, June 27, 2019 at 11.30 a.m. at Ravindra Natya Mandir, P. L. Deshpande Maharashtra Kala Academy, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai 400 025. The said Annual Report and Notice of Annual General Meeting has also been uploaded on the website of the Company at www.icicilombard.corr} Kindly take the above-mentioned information on record. Thanking you, Yours Sincerely, \\For ICICI Lombard General insurance Company Limited \;J~ Vikas Mehra Company Secretary Encl: as above ICICI Lombard General Insurance Company Limited AtaG148R / 19 IRDA Reg. No. 11 5 CIN: l 67200MH2000PLC1 29408 Mailing Address: Registered Office: Toll free No. : 1800 2666 401 & 402, 4th Floor, Interface 11, ICICI Lombard House, 414, Veer Savarkar Marg, Alternate No.: + 918655222666 (Chargeable) New linking Road, Malad (West), Near Siddhi Vinayak Temple, Prabhadevi, Email: [email protected] Mumbai - 400 064. Mumbai · 400 025. Website: www.icicilombard.com Notice ICICI LOMBARD GENERAL INSURANCE COMPANY LIMITED (CIN: L67200MH2000PLC129408) Registered Office: ICICI Lombard House, 414, Veer Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai 400 025 Email: [email protected], Website: www.icicilombard.com Tel.: 022-61961100, Fax: 022-61961323 Notice is hereby given that the Nineteenth Annual Requirements) Regulations, 2015, the Insurance General Meeting (“AGM”) of the Members of ICICI Act, 1938 (including any statutory modification(s) or Lombard General Insurance Company Limited (“the re-enactment thereof for the time being in force), Company”) (CIN: L67200MH2000PLC129408) will be Guidelines issued by Insurance Regulatory and held on Thursday, June 27, 2019 at 11.30 a.m. IST at Development Authority of India (“IRDAI”) from time Ravindra Natya Mandir, P. L. Deshpande Maharashtra to time, Ms. Vishakha Mulye (DIN: 00203578), who Kala Academy, Near Siddhivinayak Temple, Sayani was appointed as an Additional Director of the Road, Prabhadevi, Mumbai 400 025 to transact the Company (and categorised as “Non-executive, Non- following business: independent Director”) by the Board of Directors with effect from October 17, 2018, and who ORDINARY BUSINESS holds office upto the date of this AGM in terms of 1. T o receive, consider and adopt the Audited Financial Section 161 of the Act, and in respect of whom the Statements for the financial year ended March 31, Company has received a notice in writing from a 2019, together with the Reports of the Board of Member, pursuant to the provisions of Section 160 Directors and Auditors thereon. of the Act proposing her candidature for the office of a Director of the Company, be and is hereby 2. To confirm the interim dividend on equity shares of appointed as a Non-executive, Non-independent the Company. Director of the Company, liable to retire by rotation, 3. T o declare final dividend on equity shares of the subject to the approval of IRDAI, as applicable.” Company for the financial year ended March 6. Appointment of Mr. Sandeep Batra (DIN: 31, 2019. 03620913) as a Non-executive, Non-independent 4. T o appoint a Director in place of Mr. Sanjeev Mantri Director of the Company: (DIN: 07192264), who retires by rotation and being eligible, offers himself for re-appointment. T o consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution: SPECIAL BUSINESS “RESOLVED THAT pursuant to the provisions of 5. Appointment of Ms. Vishakha Mulye (DIN: Section 152 and other applicable provisions, if any, of 00203578) as a Non-executive, Non-independent the Companies Act, 2013 (“the Act”) and rules made Director of the Company: thereunder, the applicable provisions of Securities To consider and, if thought fit, to pass, the following and Exchange Board of India (Listing Obligations Resolution as an Ordinary Resolution: and Disclosure Requirements) Regulations, 2015, the Insurance Act, 1938 (including any statutory “RESOLVED THAT pursuant to the provisions modification(s) or re-enactment thereof for the time of Section 152 and other applicable provisions, being in force), Guidelines issued by Insurance if any, of the Companies Act, 2013 (“the Act”) Regulatory and Development Authority of India and rules made thereunder, the applicable (“IRDAI”) from time to time, Mr. Sandeep Batra (DIN: provisions of Securities and Exchange Board 03620913), who was appointed as an Additional of India (Listing Obligations and Disclosure Director of the Company (and categorised as Annual Report 2018-19 001 Notice (Contd.) “Non-executive, Non-independent Director”) by of two clubs, group life insurance of ` 1.5 the Board of Directors with effect from October crores, accident insurance of ` 6 crores, 17, 2018, and who holds office upto the date of medical reimbursement up to ` 75,000 p.a., this AGM in terms of Section 161 of the Act, and out of which ` 15,000 is included in the above in respect of whom the Company has received a allowances, for self, spouse, dependent notice in writing from a Member, pursuant to the parents & two children, medical insurance of provisions of Section 160 of the Act proposing ` 4 lacs covering self, spouse, dependent his candidature for the office of a Director of children & dependent parents, soft furnishing of the Company, be and is hereby appointed as a ` 25 lacs for a period of 5 years, reimbursement Non-executive, Non-independent Director of the of home phone, internet usage charges, Company, liable to retire by rotation.” electricity, gas, water bill reimbursement, children’s scholarship as per Employee’s 7. Revision in remuneration payable to Mr. Bhargav Children Scholarship Scheme. Interest subsidy Dasgupta (DIN: 00047728), Managing Director & at 5% per annum on any home loan (up to a CEO of the Company: maximum loan value of ` 80,000,000) under the Interest Subsidy Scheme. Post Retirement To consider and, if thought fit, to pass, the following Group Health Insurance of ` 12 lacs p.a. with Resolution as an Ordinary Resolution: floater amount of ` 36 lacs in a block of 3 years and transportation to home town. “RESOLVED THAT subject to the applicable provisions of the Companies Act, 2013, the d. Retirals: Insurance Act, 1938 and provisions of the Articles of ` Association of the Company, Guidelines issued by 414,512/- per month (includes Provident Fund Insurance Regulatory and Development Authority and Gratuity). of India (“IRDAI”) from time to time, and subject to e. Bonus: the approval of IRDAI, consent of the Members of the Company be and is hereby accorded for revision An amount up to 70% of his annual fixed salary in remuneration payable to Mr. Bhargav Dasgupta (i.e. ` 30,804,673), as may be determined (DIN: 00047728), Managing Director & CEO of the by the Board. If the bonus, as determined, Company, for the period commencing from April 1, exceeds 50% of fixed salary then 60% of 2019 to March 31, 2020 as under: the bonus will be paid upfront and the balance 40% would be equally deferred over a. Salary: 3 years. ` 2,038,920/- per month. f. Stock Options of ICICI Lombard General b. Allowances: Insurance Company Limited: ` 1,628,303/- per month (inclusive of header for 1,92,100 Stock Options of ICICI Lombard any allowances, monetised value of benefits General Insurance Company Limited vesting delivered to the employee. Illustrative list of over three years, in proportions of 30%- 30% contents of allowances basket would include -40% starting one year from the date of grant HRA, LTA, superannuation, conveyance, of Stock Options. supplementary pay, personal pay etc.) g. Stock Options of ICICI Bank Limited: c. Perquisites: 2,28,2 00 Stock Options of ICICI Bank Limited Perquisites includes cost of Company car vesting over three years, in proportions of as per the eligibility in line with the Group 30%- 30%-40% starting one year from the Scheme, fuelled & maintained by the Company date of grant of Stock Options. This proposal is and Company provided driver, membership subject to necessary approvals. 002 ICICI Lombard General Insurance Company Limited RESOLVED FURTHER THAT the Board of Directors contents of allowances basket would include of the Company, including any Committee HRA, LTA, superannuation, conveyance, thereof, be and are hereby authorised from time supplementary pay, personal pay etc.) to time to determine or revise the amount of Salary, remuneration, including perquisites, Stock c. Perquisites: Options, and other benefits, as may be agreed with Perquisites includes cost of Company car Mr. Bhargav Dasgupta and as approved by the as per the eligibility in line with the Group IRDAI, as applicable. Scheme, one club membership, group life insurance of ` 0.9 crores, accident insurance RESOLVED FURTHER THAT the other terms of of ` 3.6 crores, medical reimbursement upto employment of Mr. Bhargav Dasgupta to the extent ` 75,000, out of which 15,000 is included in the not amended or modified herein shall remain above allowances, for self, spouse, dependent unchanged and further the Board of Directors parents and two children, medical insurance including any Committee thereof as may be of ` 4 lacs covering self, spouse, dependent authorised, be and are hereby authorised to do children & dependent parents, reimbursement all such acts, deeds, matters and things, as they of home phone upto ` 3,000 per month.