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EQUITY - MARKET SCREENER

HDFC Life Insurance Company Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
540777
INE795G01014
65.8326916
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
HDFCLIFE
86.9
131777.59
EPS(TTM)
Face Value()
Div & Yield %
7.05
10
0.31
 

As on: Apr 17, 2024 02:53 AM

DIRECTORS' REPORT

To,

The Members

HDFC Life Insurance Company Limited

Your Directors are pleased to present the 23rd Annual Report of HDFC Life Insurance Company Limited ("the Company"/"HDFC Life"), together with the audited financial statements for the year ended March 31, 2023.

1. Standalone Financial Performance, Business Review and Outlook

Financial Performance:

(Rs. in crore)

Particulars

Standalone (Audited)

FY 2022-23

FY 2021-22

a. New business premium

29,085

24,155

(i) Regular premium

11,324

8,054

(ii) Single premium

17,761

16,100

b. Renewal premium

28,448

21,808

TOTAL PREMIUM

57,533

45,963

PROFIT AFTER TAX

1,360

1,208

Other key parameters:

(Rs. in crore)

Particulars

FY 2022-23

FY 2021-22

Individual APE

11,401

8,168

Group new business premium

14,243

12,515

Assets under Management

2,38,782

2,04,170

Embedded Value (EV)

39,526

30,048

Overall New Business Margins (post overrun)

27.6%

27.4%

Note: HDFC Life EV was reviewed by Milliman Advisors LLP

2. Business Review and Outlook Industry Update

The life insurance industry saw robust growth in FY 2022-23, led by private insurers. The fourth quarter saw budget announcements with respect to changes in tax regulations, effective April 1, 2023, where investment gains from nonunit linked policies with annual premium above Rs.5 lakh would be taxed, which led to an increase in APE across most players in March, especially in the high ticket and nonpar segment.

During FY 2022-23, life insurance industry collected Rs.3,70,543 crore of new business premiums and grew by 18% vis-a-vis previous year. Further, the private players grew by 24% and overall industry (including LIC) grew by 19% in terms of Individual weighted received premium (WRP). Growth in non-par guaranteed savings segment, increase in average ticket size and product innovation were the key drivers, enabled by expansion in distribution, resulting in further consolidation of market share of the private sector to 66% of the individual WRP. Within the private sector, the top 10 insurers accounted for close to 90% of the market (in terms of individual WRP) in FY 2022-23. Bancassurance continued to be the largest channel on the back of increasing reach of banks, with proprietary emerging as the second largest distribution channel.

Looking ahead, the medium to long-term growth opportunity for our sector remains intact. The longterm guaranteed savings product proposition is unique and the returns offered are best in class, even after the recent tax changes. The opportunity has only widened with the tax changes for certain other asset classes. Moreover, protection and annuity remain areas that are exclusive to life insurers.

The acquisition of Exide Life Insurance Company Limited (Exide Life) - the first M&A transaction in the life insurance industry was completed on October 14, 2022, post receipt of the final approval from Insurance Regulatory and Development Authority of India (IRDAI). This entire transaction - from announcement in September 2021, followed by the acquisition in January 2022 and the eventual merger - was completed in less than 14 months.

3. Company Performance Sustained growth across segments

HDFC Life maintained an upward trajectory on new business margins while outpacing both private and overall industry growth in FY 2022-23. We clocked a growth of 27% in individual WRP with a market share of 16.5% and 10.8% in the private and overall sector respectively. We continue to deliver consistent all-round performance and be ranked amongst the top three private life insurers in the industry. Total new business premium increased to Rs.29,085 crore. We maintained our leadership position within the group segment, registering growth of 13%, with a private market share of 27.2%. Total premium grew to Rs.57,533 crore in FY 2022-23, while renewal premium grew to Rs.28,448 crore. We covered 68 million lives in FY 2022-23, out of which 1 million lives were covered through individual policies and the rest under the group platform.

Diversification and Innovation being the key themes across our business

All our channels recorded healthy growth and we continued to have a diversified distribution mix, which aided in providing multiple touch-points for the convenience of our customers. Our 498 branches are present pan-India bolstered by around 300 partnerships with banks, NBFCs, MFIs, SFBs, brokers, new-ecosystem partners, 1,79,435 individual agents and online platform access to our customers. Further, we continue to add to our distribution franchise with renowned names such as AU Small Finance Bank, India Post Payments Bank, amongst others. We aim to expand our reach to a wider customer base through these partners.

Our bancassurance channel grew by over 25% in FY 2022-23 based on individual APE. We are witnessing robust growth in all our partnerships. RBI has permitted HDFC Bank or HDFC Ltd. to increase their shareholding in HDFC Life to more than 50% prior to the effective date of their merger. Our collaboration with HDFC Bank remains strong as we strive to enhance insurance accessibility to the bank's customer base.

Our agency channel grew by more than two times Company level growth in terms of individual APE. It has grown at a 5 year CAGR of 34%, almost doubling its share from 11% in FY 2017-18 to 20% in FY 2022-23 aided by a strong performance in the market place as well as by inorganic growth. Our focus remains on enhancing activation and productivity of our financial consultants, and we aim to drive growth by expanding our presence in new territories and reaching out to a wider range of customers.

Our overall product mix remains balanced. Amongst the savings products, non-par savings was at 45%, participating products at 27% and ULIP at 19% of individual APE.

There has been an increase in protection share in total NBP from 24% in FY 2021-22 to 29% in FY 2022-23. Our overall protection APE grew by over 20% in FY 2022-23. This was led by our market leadership in credit life, delivering strong growth of 46%. Retail protection trends remain encouraging with sequential growth of 51% and Y-o-Y growth of over 40% in Q4'FY23. Our FY 2023-24 outlook for retail protection is positive on the back of the growth trends experienced across channels.

On the retirement front, we have steadily gained market share in the annuity business. Our annuity business in FY 2022-23 grew by 18% on received premium basis compared to a 2% growth for the industry. APE growth was 59% due to launch of our regular premium annuity product - Systematic Retirement Plan during the year.

Maintaining Profitable Growth

Our renewal premiums were at Rs.28,448 crore with our 13th month persistency for limited and regular pay policies ending at 87%, which is the same as the previous year. Our 61st month persistency ended at 52%, down from 54% in the previous year.

Our new business margin for the year was 27.6% thereby delivering value of new business of Rs.3,674 crore, which resulted in VNB growth of 37%. Margin neutrality, after considering the acquired business, was achieved ahead of target timelines. The full year margin factors in an investment of Rs.50 crore that was made towards our technology transformation project 'Project Inspire'. We expect to continue our VNB expansion in FY 2023-24, through faster than industry APE growth, whilst maintaining close to FY 2022-23 margins. Our embedded value ('EV') stood at Rs.39,526 crore as on March 31, 2023, with an operating return on EV of 19.7% for FY 2022-23. Profit after tax for FY 2022-23 stood at Rs.1,360 crore, a Y-o-Y increase of 13% despite the increased new business strain arising from higher growth in Q4. Solvency as on March 31, 2023, stood at 203%, post successfully raising Rs.2,000 crore equity share capital in the current fiscal year.

Our assets under management (AUM) stood at Rs.2,38,782 crore, with a debt-equity proportion of 70:30 as on March 31, 2023, up from Rs.2,04,170 crore in the previous year.

Update on Subsidiaries

As on March 31, 2023, the AUM of HDFC Pension Management Company (HDFC Pension) stood at Rs.45,397 crore and has a market share of 41.2%. It is the largest and fastest growing pension fund manager in both Retail and Corporate NPS AUM segments. HDFC International Life and Re Company Limited received the final approval from the concerned regulatory authority, enabling us to establish a branch in GIFT City. We are excited about the new opportunities it presents for us to address the needs of global Indians as we target to commence operations in Q1'FY24.

Business Outlook

We have consistently doubled on key metrics including new business premium, renewal premium, value of new business, embedded value, amongst others, across multiple blocks of 4 years due to our focus on delivering growth, profitability, business quality along with risk management. Hence, we believe that the recent changes, whether on taxation, business models or regulations, would require some short term adjustments, but the long - term opportunity for the sector remains intact.

IRDAI is proposing several changes that would enhance penetration, facilitate sustainable growth and ease the operating environment. There are several draft regulations under discussion from the conceptualization of online marketplace to granting of composite licenses, enabling distribution of other financial products by insurers and setting-up an insurtech subsidiary. The regulator also expanded open architecture and introduced use and file regime for faster product launches. IRDAI also revised the Expenses of Management ('EoM') and Commission guidelines to provide more operating freedom to insurers to manage their costs, encourage development of long-term products and promote higher persistency, thus creating long-term value for customers. Through these reforms, the regulator aims to achieve the vision of insurance for all by 2047.

Our focus remains to provide a wide range of insurance products that cater to the diverse needs of our customers, thereby ensuring their financial security. Furthermore, we are dedicated to leveraging technology and digital advancements to create a smooth and convenient customer experience. We are optimistic about the growth prospects of the industry and are committed to driving a significant increase in insurance penetration in line with the regulator's vision.

4. Products

We, at HDFC Life, understand the importance of providing customers flexibility to choose from multiple options as per one's lifestyle and life stage. We believe in offering solutions that not only provide financial security but also financial support to fulfill one's dreams and goals. The Company has 63 individual and 17 group products in its portfolio, along with 11 rider benefits.

In April 2022, we launched HDFC Life Systematic Pension Plan, a participating pension plan that helps customers build a corpus to meet post retirement goals. The plan provides an assured benefit on vesting and accumulation through bonuses. Customers can opt for additional protection through riders and also choose their policy and premium payment terms.

In June 2022, we introduced Click2Protect Optima Secure and Click2Protect Corona Shield. Click2Protect Optima Secure offers life and health cover to stay protected against rising medical costs. Click2Protect Corona Shield offers comprehensive protection with 3 plan options and special protection against COVID and co-morbidities along with treatment of COVID. It also covers home care treatment cost and medical expenses under COVID hospitalization in any AYUSH hospital.

In September 2022, we launched Click2Protect Super, a flexible term plan with 3 options and benefits like smart exit, acceleration of death benefit on diagnosis of specified terminal illnesses, additional amount in case of accidental death and option to receive death benefit in installments, among others.

In January 2023, we introduced HDFC Life Smart Pension Plus and Group Traditional Secure Plan. HDFC Life Smart Pension Plus provides lifelong annuity by paying premiums regularly or on a one time basis. It has 4 plan options and also allows deferment of annuity payouts, liquidity option, among others. HDFC Life Group Traditional Secure Plan offers guaranteed returns to an employer/trust over a specified period with interest credited at the end of each financial year and on policy maturity. Withdrawals from the policy are permitted under defined circumstances.

We will continue to develop innovative product propositions that focus on addressing customer needs at various life stages.

5. Human Resource and People Development

At HDFC Life, our people are the driving force behind the Company's success. We believe in providing them with exceptional opportunities to grow and unleash their full potential. As an employer committed to equal opportunities, we hold meritocracy in high regard and foster a culture driven by outstanding performance. Cultivating and sustaining a high-performance environment remains our utmost priority. Our performance management system is firmly rooted in the balanced scorecard principles, allowing us to effectively measure and acknowledge exceptional achievements. Moreover, our compensation philosophy ensures that we remain competitive in the external market, attracting and rewarding the finest talents.

To address the ever-evolving demands of our business, we have made substantial investments in cultivating an internal talent pipeline. We accord top priority to our internal talents when it comes to career opportunities, encouraging cross-functional mobility through career progression and Internal Job Postings (IJPs). This empowers our employees to broaden their professional horizons. This year, we have introduced a groundbreaking careers App that grants employees the ability to express their career preferences. The App proactively notifies them about available internal job openings. Additionally, we organize internal career fairs to provide our employees with comprehensive information about the diverse career paths available within our organization.

When it comes to learning and development, our mission is to meet the strategic needs of our organization by fostering enterprise-wide capability development for our esteemed employees and distributors. We embrace a contemporary and progressive learning ecosystem that facilitates continuous growth and skill enhancement. Our innovative gamified programs, such as Step Up and Skill Up, empower employees to take ownership of their learning journey, rewarding them with career points. These programs seamlessly connect learning intentions with career growth, making the pursuit of knowledge truly aspirational. Through our cutting-edge M Learn App, we offer personalized courses enriched with captivating content presented in unique formats such as toons, comics, and games.

Comprehensive talent reviews and succession planning processes have been implemented for our middle and senior management levels. Through various developmental initiatives, we equip these leaders to excel in their current roles and cultivate a pipeline of talent that is ready to tackle future challenges.

In pursuit of building a workforce that reflects the rich diversity of our society, we wholeheartedly embrace Diversity, Equity, and Inclusion (DEI) as an integral part of our business philosophy, not merely an item on our agenda. Our unwavering dedication to creating an equitable environment for women and the LGBTQ+ community is exemplified by the inclusive programs we offer, such as the Maternity Transition Program, Second Careers Program, LGBTQ+ helpline and gender transition policy. This year, we proudly launched three Employee Resource Groups (ERGs), each led by business leaders. These ERGs are focused on fostering an inclusive workplace for Women, LGBTQ+, Veterans, PwD, and other forms of diversity.

We understand that our employees face unique challenges in both their personal and professional lives. In order to support them, we have meticulously crafted a supportive ecosystem comprising of practices, processes, and policies. This includes providing parental leave to all genders, recognizing and supporting both primary and secondary caregivers, and extending group health benefits coverage to legally wedded or cohabiting partners of any gender. Employee wellness and care lies at the very core of our endeavors. Our comprehensive wellness program offers employees opportunities to partake in various fitness regimes and seek medical consultations for themselves and their families. Moreover, we have established confidential helplines to create a safe space for employees dealing with physical or mental health concerns. Our programs, such as the Fit by Bit Challenge and Mindful Morning Movement, invite employees to prioritize their health while fostering a sense of camaraderie.

We have forged partnerships with universities and academic institutions to train and recruit talent for our frontline sales roles. For managerial positions, our esteemed campus hiring program, 'Jigyasa,' continues to attract fresh minds from prestigious business schools across the nation. Recognizing the significance of digitalization, our 'Graduate Trainee Program' emphasizes the development of cutting- edge technological skills, laying a strong foundation for the future.

Our inclusive and caring culture is deeply embedded in our core values, which serve as guiding principles at every step of our journey. Aligned with our clearly defined leadership behaviors, these values inspire employees at all levels to fulfill their responsibilities to internal and external customers. Scientifically designed assessment tools implemented in our hiring and career advancement processes ensure that our employees embody these values.

The fiscal year 2023 marked a significant milestone as HDFC Life completed its industry-first acquisition. We meticulously orchestrated a seamless and inclusive

onboarding experience for our new colleagues from Exide Life. Providing them with an employee dossier and conducting multiple town halls and induction programs centered around our core values of Trust, Care and Inclusion, we ensured that they felt supported, welcomed, and embraced during the integration process. To further enhance their experience, we assigned HDFC Life buddies to assist in their roles, nurturing a sense of support and camaraderie.

Particulars of Employees

The details of remuneration of Directors and Employees as required under Section 197(12) of the Companies Act, 2013 ('the Act') read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereof, are given under 'Annexure 4' and forms part of this report.

The statement showing particulars of employees pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

In terms of the provisions of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders, excluding the aforementioned information/statement. The said information is available for inspection by the members up to the date of this Annual General Meeting, on all working days, during business hours, at the Registered Office of the Company. Members who are interested in obtaining the said particulars may please write to the Company at investor.service@hdfclife.com.

6. Investments

FY 2022-23 saw the restoration of normalcy in economic activity after about two years of COVID-19 induced restrictions. The opening up of economies around the world saw a strong surge in pent up consumer demand. In case of the large developed economies, the demand was also fueled by the generous fiscal stimulus during the pandemic period. The supply side response was, however, slow in responding to the surge in demand, as the supply and logistics chains, that stretched across the world, were hampered by the asynchronous relaxations of the COVID-19 curbs. The resultant supply-demand imbalance led to a sharp rise in inflation, across almost all economies. The US saw peak CPI inflation at 9.1%, while inflation in the European countries tipped into double digits.

The response to the sharp rise in inflation was also quite swift. Central banks raised interest rates at a rapid clip. The US Fed led the world in raising rates by 475 bps in a span of about a year. Other central banks, too, followed suit, though the extent of the rate hikes was lower.

Emerging economies, too, faced the surge in inflation, though, to a lower extent. Emerging economies had received far less fiscal stimulus during the pandemic, and the subsequent surge in inflation, post re-opening, was also quite modest. CPI inflation in India peaked at 7.9% in April 2022. However, EM central banks, too, followed the US Fed in raising rates, to fight inflation as well as to stabilize their respective currencies. In India, RBI raised policy interest rates by 250 bps over the last 12 months.

Domestic activity levels also saw a recovery over the year, led by the full re-opening of the economy. The GDP is forecast to grow at 7% in FY 2022-23. However, the forecast for the next year, i.e. FY 2023-24 is expected around 6.5%, as per RBI projections, as the impact of the rate hikes work their way into the economy.

Equity markets had a subdued year, as the sharp gains over the previous years had factored in the strong recovery from the pandemic, and the markets were increasingly pricing in the impact of the rate hikes around the world. Moreover, the sharp rise in inflation also squeezed margins for a number of industries, as the impact of the rise in input costs was passed on to final prices with a lag. The equity markets were also buffeted by large outflows by FPIs, as the rapid monetary tightening in the developed economies led to lower global liquidity and a fall in risk appetite for global capital. The large cap Nifty index was almost flat at -0.6% returns for the year. However, despite the subdued returns the domestic equity markets out-performed the MSCI World index, which saw a deeper correction.

The domestic fixed income market also factored in the sharp hike in policy rate hikes, as the benchmark 10-year Government Security yield rose to a high of 7.61% in the initial part of the year, but cooled down to 7.28% by the end of the year, compared to 6.84% at the end of the previous financial year. The change in the 10-year benchmark, however, masks the change in the shape of the yield curve, where the shorter end of the curve saw a greater amount of rise in yields. The 1-year T-Bill yielded 7.28% at the last auction for FY 2022-23, versus 4.57% at the last auction for the previous year. The sharp rise in policy interest rates around the world led to a flattening, and in some cases, an inversion, of the yield curves, as the shorter end yields saw a larger rise than the longer end.

The investment funds of the Company were managed as per the stated objectives laid down in the Investment Policy, Asset-Liability Management Policy ('ALM Policy'), and respective Funds' objectives. These policies lay down the asset allocation and risk appetite guidelines for different funds, some of which have in-built guarantees. Fund allocation is tracked on a regular basis and is backed with suitable assets. During the year, the asset allocation in the Company's conventional and shareholder funds was in line with the ALM policy.

Your Company's total AUM as on March 31, 2023 was Rs.2,38,782 crore. This comprised assets of Rs.79,201 crore held under the unit-linked funds and Rs.1,58,581 crore held under the conventional funds and shareholders' funds. The corresponding numbers for the previous year were Rs.80,622 crore and Rs.1,23,548 crore, respectively.

7. Information Technology

Technology today is evolving and disrupting businesses at a pace never seen before. In the last one year we have witnessed a remarkable acceleration in the speed of technology transformation across industries. HDFC Life continues to evolve and adapt to address the new opportunities and challenges presented by this fast-evolving digital landscape. The rise of digital natives and tech aggregator platforms has disrupted how traditional industries conduct businesses. This has led to changing expectations on customer experience and enabled businesses, consumers and intermediaries to connect in ways that were previously impossible, creating opportunities for growth and innovation.

Our effort towards continuous experimentation and investment in new and emerging technological trends and ideas has enabled us to remain competitive. During the year, a few noteworthy initiatives we have undertaken include upgrading our core retail platform that powers sales & servicing. Key components of this platform such as lead management, sales & underwriting processing and customer servicing were enhanced with minimum disruption to the business. This upgrade allowed us to process the highest ever sales applications in March, 2023. The refactoring of our group platform has also enabled us to achieve the highest group policy conversions in March, 2023.

In addition to this, to improve our claims process, we have developed an end-to-end automated workflow for payouts of unclaimed amounts. We have implemented straight through processing ('STP') across multiple business processes involving payments to speed up our service delivery by reducing any manual interventions. A few initiatives have been highlighted below:

• STP for free look-in cancellation pay-outs

• Quick links for NEFT update and document collection from customers for maturity payouts and automation for processing payments

• Integration of liveliness video link to update life certificate details and automated workflow for pension maturity policies

• Enhanced over the counter processing of death claims with same day approval of claims

• Implementation of payment middleware platform to enable quick onboarding new payment options.

Digital transformation through technology resilience

We have been enabled in our digital transformation journey by our technology resilience and mindset to be agile and innovative. Cloud adoption has helped manage business spikes without disruptions. Both auto-scaling and manual monitoring modes were deployed to manage workloads. A dedicated task-force was formed to monitor, resolve and govern the production eco-system.

Project Inspire - We started this multi-year project that aims to achieve digital transformation of HDFC Life's business by transforming 10 key elements:

• Business Transformation and Re-imagined Experience Standards- An initiative to transform the as-is business to create a future ready business model which fundamentally improves the experience standard of all stakeholders, including customers, employees, intermediaries and regulators

• IT Governance & Agile Operational Model - IT capability maturity assessment and definition of target agile IT operational model

• Application Architecture - Identification of application portfolio optimization opportunities to define app modernization roadmaps

• Cloud Strategy and Roadmap - Application wise cloud migration suitability analysis and cloud cost optimization

• Culture and Change Management - Organization wide change management process to smoothen the transition to new technologies

• On-Premise Infrastructure - Assessment of onpremise infrastructure and definition of target IT infrastructure architecture and infra. related best practices

• Integration Architecture - Define API ecosystem mgmt. strategy, modernize legacy integrations and integrate design patterns assessment

• Cyber & Info Sec - Assess and analyze the Information security governance to recommend strategy for data leakage prevention and user authentication management

• Data Architecture - Strategy for data lake consolidation and data lifecycle management. to define target data architecture

• Regulatory Reporting - Adherence to minimum information required for scrutiny regulations, 2020 and recommendations of control reports across the lifecycle

At HDFC Life, we strive to maintain ourselves as a Tech First insurance company. We continue to invest and partner with start-ups to explore alternative solutions to traditional processes and business models to deliver enhanced experiences to all our stakeholders and achieve healthy business outcomes.

8. Awards & Accolades

Your Company received various awards and accolades during the year under review across diverse areas including corporate governance, financial disclosures, technology, digital solutions, products, human resources, marketing, etc. Some of the key ones are as follows:

• Featured in the 'Leadership' list of the Indian Corporate Governance Scorecard 2022 published by IiAS

• Won the 'Superbrand' title for the 9th time

• Awarded the 'ICAI Silver Shield' for the Integrated Annual Report FY 2021-22

• Recognised amongst 'India's 100 Best Companies to Work For 2022' by Great Place to Work

• Awarded the elets BFSI Tech Innovation Award 2023 for the category 'Outstanding Product Innovation'

• Won the 'Best Innovative CSR Project' at the 6th CSR Summit and Awards 2022 for the City Forest Project

• Recognised amongst India's Best Workplaces for Women 2022 (Top 100) by Great Place to Work

• Awarded the esteemed 'QCI D. L. Shah Quality Award 2021 Silver' for achieving Industry-leading Persistency

• Won the 'Gold Award' at 2022 Brandon Hall Excellence Awards for best use of Mobile learning

• Won our 4th consecutive Platinum at the coveted LACP 2021/22 Vision Award, ranked 29th amongst the Top 100 Reports Worldwide and certified as the Best Report Cover Worldwide

• Won the 'DMA Thomas Assessment National Award' for Excellence in Talent Management 2022

• Won the prestigious 'Finnoviti 2022 Award' for innovation using Vision AI

9. Regulatory Landscape (IRDAI)

Insurance Regulatory and Development Authority of India ("IRDAI"/"Authority") issued several regulatory notifications applicable for life insurers during FY 2022-23, with an objective to create a progressive, supportive and a forward-looking regulatory architecture to foster a conducive environment leading to wider choice, accessibility and affordability to policyholders.

During the year under review, some of the key regulations/ guidelines etc., issued by the IRDAI include the following:

• IRDAI (Expenses of Management of Insurers transacting Life insurance business) Regulations, 2023: to enable and give flexibility to insurers to manage their expenses within overall limits to optimally utilize their resources for enhancing benefits to policyholders.

• IRDAI (Payment of Commission) Regulations, 2023: to enhance responsiveness of regulations to market innovation and to facilitate development of new business models, products and enable compliance.

• Master Guidelines on Anti-Money Laundering/ Counter Financing of Terrorism (AML/CFT), 2022: to comply with the obligation to establish an anti-money laundering program.

• The Authority also issued a Circular which provides guidance on the participation of Indian Insurers and Insurance Repositories (i.e. NSDL, CDSL, Karvy and CAMS) in the RBI's account aggregator framework.

• The Ministry of Finance ('MOF') also revised the taxation rules for non-unit linked policies. As per the revised rules, receipts arising from life insurance policies issued on or after April 1, 2023, shall be considered as income from other sources if the premium paid exceeds Rs.5 lakh in a year. The exemption for receipts in the event of the death of the insured person shall remain unchanged.

• IRDAI also released several discussion papers/draft guidelines on key aspects of business and operations.

10. Rural and Social Sector Obligations

HDFC Life maintains dedicated focus on undertaking rural business, and endeavors to tailor its products and processes to support these businesses, considering customer needs.

As part of its overall business, the Company has achieved prescribed regulatory targets of social and rural business, as follows:

• Rural Business - Achieved 30.44% versus prescribed requirement of 20% of overall business

• Social Business - Insured 79,80,871 social lives versus the prescribed 27,04,594

11. Solvency

The IRDAI requires life insurers to maintain a minimum Solvency Ratio of 150%. The Solvency Ratio is calculated as specified in the IRDA (Assets, Liabilities, and Solvency Margin of Insurers) Regulations, 2016. As compared to the minimum requirement of 150%, the Company's Solvency Ratio, as at March 31, 2023, was 203%.

12. Dividend & Reserves

The Board after assessing the performance, capital position and liquidity levels of the Company, has recommended a final dividend of Rs.1.90 per equity share of face value of Rs.10/-each, subject to approval of the members of the Company at the ensuing Annual General Meeting. The dividend pay-out ratio for the year ended March 31, 2023 is 30%.

The Company has formulated a 'Dividend Distribution Policy' which has been approved by the Board of Directors. In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') the 'Dividend Distribution Policy' is hosted on the website of the Company at https://www.hdfclife.com/ about-us/Investor-Relations.

The Company carried forward profit after tax Rs.1,360 crore, earned during the year ended March 31, 2023 to the Reserves. The accumulated profit of the Company is Rs.7,098 crore as at March 31, 2023.

13. Share Capital and Debentures

The issued, subscribed and paid-up share capital of the Company as at March 31, 2023, is Rs.21,49,39,61,320 comprising 2,14,93,96,132 equity shares of face value of Rs.10/- each.

During the year, the Company has allotted 9,82,147 equity shares pursuant to exercise of option by option holders under its various Employee Stock Option Schemes ('ESOS'). The equity shares allotted under ESOS rank pari-passu with existing equity shares issued and allotted by the Company.

Further, the Company in order to support its growth objectives and to further augment its capital position, allotted 3,57,94,824 equity shares aggregating to 2,000 crore (Rupees two thousand crore only) to Housing Development Finance Corporation Limited ("HDFC Ltd"), one of the promoters of the Company on a preferential basis on September 9, 2022.

Post the aforesaid allotment, HDFC Ltd. holds 48.65% of the paid-up share capital of the Company as on March 31, 2023.

Debentures

At the beginning of FY 2022-23, the Company had 6,000 outstanding unsecured redeemable non-convertible debentures ("NCDs") each having a face value of Rs.10,00,000 for an aggregate nominal value of Rs.600 crore (Rupees six hundred crore only) issued in the nature of 'subordinated debt' in accordance with Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015 and other applicable laws, rules and regulations.

During the year, the Company allotted 3,500 NCDs each having a face value of Rs.10,00,000 for an aggregate nominal value of Rs.350 crore (Rupees three hundred and fifty crore only) issued in the nature of 'subordinated debt' in accordance with Insurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015 and other applicable laws/rules and regulations.

As on March 31, 2023, the Company has 9,500 outstanding NCDs having a face value of Rs.10,00,000 each. NCDs are listed on the wholesale debt market segment of the National Stock Exchange of India Limited.

On July 29, 2022, the Company had paid annual interest to all the debenture holders holding NCDs of Rs.600 crore. There is no unclaimed interest amount lying with the Company in respect of NCDs.

Credit Rating

During the year, the rating agencies viz., ICRA Ltd. and CRISIL Ltd., have re-affirmed the below allotted ratings in favor of NCDs issued by the Company:

• ICRA AAA/Stable

• CRISIL AAA/Stable

14. Directors and Key Managerial Personnel

As on date of this report, the Company's Board comprises twelve (12) Directors viz., three (3) NonExecutive Directors, six (6) Independent Directors and three (3) Executive Directors.

(a) Changes in Board Composition

Changes in the Board composition during FY 2022-23 and up to the date of this report along with the proposed changes, are given below:

Appointment of Director(s)

(a) The Board in its meeting held on April 26, 2023, appointed Dr. Bhaskar Ghosh (DIN: 06656458) as an Additional Director, categorized as an Independent Director, with effect from April 26, 2023, subject to approval of the members of the Company.

(b) The Board in its meeting held on April 26, 2023 appointed Mr. Niraj Shah (DIN: 09516010) as an Additional Director, categorized as Wholetime Director (Designated as Executive Director and Chief Financial Officer) with effect from April 26, 2023, subject to approval of IRDAI and the members of the Company.

The necessary resolutions for the appointment of the aforesaid Directors along with their brief profile have been included in the Notice of the 23rd AGM.

The Company has obtained a Certificate from M/s N. L. Bhatia & Associates, Practicing Company Secretaries (Firm Registration No. P1996MH055800), confirming that none of the Directors of the Company are debarred or disqualified from being appointed or continuing as Director on the Board by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other Regulatory Authority.

Retirement by Rotation

Section 152(6) of the Act provides that not less than two-thirds of the total number of directors of a public company shall be liable to retire by rotation, and that one-third of such directors as are liable to retire by rotation shall retire from office at every AGM.

Accordingly, Ms. Renu Sud Karnad (DIN: 00008064), Non-Executive Director, being longest in office since her last appointment, was liable to retire by rotation at the 23rd AGM. However, she has expressed her unwillingness to continue and did not seek re-appointment.

Necessary proposal to not fill up the vacancy caused by retirement of Ms. Renu Sud Karnad has been placed for approval of the members at the ensuing AGM.

The Board places on record its sincere appreciation for the valuable contribution and services rendered by Ms. Renu Sud Karnad during her tenure as Director on the Board of the Company.

Change in designation

During the year, Mr. Suresh Badami (DIN: 08224871), Executive Director was elevated to Deputy Managing Director with effect from October 21, 2022.

(b) Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the 'Criteria of Independence' as laid down under Section 149(6) of the Act and the Rules made thereunder.

The Board is of the opinion that all the Independent Directors fulfill the conditions relating to their status as Independent Directors as specified under Section 149 of the Act and the Rules made thereunder and applicable provisions of the SEBI Listing Regulations and are independent of the management.

In terms of regulatory requirement, Independent Directors are required to undertake an online proficiency self-assessment test to be conducted by the Indian Institute of Corporate Affairs, Manesar ('IICA') within a period of two years from the date of inclusion of their names in the Databank. The online proficiency self-assessment test was completed by all the Independent Directors who were required to undergo the same.

(c) Key Managerial Personnel and changes, if any

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following employees were holding the position of Key Managerial Personnel ('KMPs') of the Company as on March 31, 2023:

Sr. No Name of the KMP Designation
1 Ms. Vibha Padalkar Managing Director & CEO
2 Mr. Suresh Badami Deputy Managing Director
3 Mr. Niraj Shah Executive Director & CFO
4 Mr. Narendra Gangan General Counsel, Chief Compliance Officer & Company Secretary

In terms of the guidelines on Corporate Governance issued by IRDAI, the following senior management employees of the Company were holding positions of KMPs as on March 31, 2023:

Sr. No Name of the KMP Designation
1 Ms. Vibha Padalkar Managing Director & CEO
2 Mr. Suresh Badami Deputy Managing Director
3 Mr. Niraj Shah Executive Director & CFO
4 Mr. Prasun Gajri Chief Investment Officer
5 Mr. Narendra Gangan General Counsel, Chief Compliance Officer & Company Secretary
6 Mr. Vibhash Naik Chief Human Resource Officer
7 Mr. Vineet Arora Chief Operating Officer
8 Mr. Rangarajan BN Chief Risk Officer
9 Ms. Eshwari Murugan Appointed Actuary

(d) Performance Evaluation of the Board and its Committees

Pursuant to the provisions of the Act, and the SEBI Listing Regulations, the Board has carried out the annual evaluation of its own performance, and that of its Committees and individual Directors. Further, the Independent Directors met separately, without the attendance of non-Independent

Directors and members of the Management, and inter alia reviewed the performance of non-independent directors, the Board as a whole and performance of the Chairman. They further assessed the quality, quantity and timeliness of the flow of information between the Company Management and the Board.

Overall, the Independent Directors expressed their satisfaction on the performance and effectiveness of the Board, all the Committees, Non-Independent Board Members, and the Chairman, and on the quality, quantity and timeliness of flow of information between the Company's Management and the Board. The Nomination & Remuneration Committee (NRC) also undertook a performance evaluation of individual Directors and expressed its satisfaction on the performance of each Director.

There have been no material observations, consequent to such evaluation and review.

(e) Policy on appointment and remuneration to Directors ('Remuneration Policy')

The Remuneration Policy, including the criteria for remuneration to Non-Executive Directors is recommended by the NRC and duly approved by the Board. Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations, the Company has formulated Remuneration Policy. The said Policy provides the criteria for identification of persons who are qualified and fit and proper to become Directors on the Board.

The Remuneration Policy is hosted on the website of the Company at https://www.hdfclife.com/about- us/Investor-Relations. The remuneration paid to the Directors is in line with the said Policy and in compliance with guidelines issued by IRDAI. The Company has not granted stock options to any of its Non-Executive Directors.

Further details about remuneration to Directors including Whole-time Directors are provided under report on Corporate Governance which is enclosed as 'Annexure 1' and forms part of this report.

(f) 'Fit and Proper' Criteria

In accordance with the guidelines for Corporate Governance issued by IRDAI, Directors of Insurers have to meet 'fit and proper' criteria prescribed by IRDAI. Accordingly, all Directors of the Company have confirmed compliance with 'fit and proper' criteria/ norms.

The Company had received declarations from all the Directors in terms of Section 164 of the Act, confirming that they are not disqualified being appointed as director of the other companies.

(g) Meetings of the Board and its Committees, attendance and constitution of various Committees

The details of meetings of the Board and Committees of the Board held during the year, attendance of Directors thereat and constitution of various Committees of the Board, forms part of the Corporate Governance Report, which is enclosed as 'Annexure 1' to this report.

(h) Directors & Officers (D&O) Liability Insurance

The Company has in place Directors and Officers Liability Insurance (D&O) for all its Directors (including Independent Directors) and members of the Senior Management team for such quantum and risks as determined by the Board in line with Regulation 25(10) of the SEBI Listing Regulations.

(i) Succession Planning

The NRC oversees matters related to succession planning of Directors, Senior Management and other Key executives of the Company. The NRC has undertaken a structured and comprehensive succession planning program over a period and has carried out a rigorous review for an orderly succession to the Board with an end-objective of having a Board which is diverse, future-ready and addresses the long-term requirements of the Company and the senior management.

15. Management Discussion and Analysis Report, Report on the Corporate Governance and Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis ('MD&A') Report and Business Responsibility and Sustainability Report ("BRSR") is presented in separate sections, forms part of this report.

In compliance with SEBI Listing Regulations, a Report on the Corporate Governance framework of the Company, with certifications as required under applicable Regulations (including guidelines on Corporate Governance issued by IRDAI) in annexed hereto as 'Annexure 1' and forms part of this report.

16. Risk Management Framework

The Company has a defined Risk Management Strategy and a Risk Framework that is designed to identify, measure, monitor and mitigate various risks.

A Board approved Risk Management Policy has been put in place, which is reviewed periodically, to establish appropriate systems or procedures to mitigate all material risks faced by the Company. The risk management architecture of the Company has been detailed under the Enterprise Risk Management section of the Annual Report.

17. Internal Audit Framework

The Company has institutionalized a robust and comprehensive internal audit framework across key processes and systems to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals and, compliance with applicable policies, procedures, laws, and regulations.

The Internal Audit function at HDFC Life works closely with other governance functions, considering relevant material inputs from the risk management framework, compliance reports and external auditor reports, etc. The Internal Audit function also tests and reports compliance to Internal Controls over Financial Reporting ('ICOFR').

Internal audits are conducted by the in-house Internal Audit team and independent co-sourced auditors appointed by and reporting to the Audit Committee. The function also undertakes follow-up on engagement findings and recommendations, in line with the approved framework.

The Internal Audit function reports key findings and the follow up status on these findings to the Audit Committee on a quarterly basis.

Concurrent Audit of Investments

As required under the Insurance Regulatory and Development Authority of India (Investment) Regulations, an independent Chartered Accountant firm appointed by the Audit Committee carries out the concurrent audit of investment operations as per IRDAI investment regulations/guidelines and guidance note on Internal/Concurrent Audit of Investment functions of Insurance Companies, issued by the Institute of Chartered Accountants of India. Any significant findings in the concurrent audit are presented to the Audit Committee and reviewed by the Investment Committee.

Internal Financial Controls

The Company has institutionalized a robust and comprehensive internal control mechanism across all the key processes. The Company has put in place adequate policies and procedures to ensure that the system of internal financial control is commensurate with the size, scale and complexity of its operations.

These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with corporate policies.

The internal audit, in addition to ensuring compliance to policies, regulations and processes, etc., also tests and reports adequacy of ICOFR.

Vigil Mechanism/Whistle Blower Policy

The Company encourages an open and transparent system of working and dealing amongst its stakeholders. In accordance with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company is required to establish a Vigil Mechanism for Directors and employees to report genuine concerns.

The Company has a Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistle Blowers ("the Whistleblower Policy"), which also encourages its employees and various stakeholders to bring to its notice any issue involving compromise/ violation of ethical norms, legal or regulatory provisions, actual or suspected fraud etc., without any fear of reprisal, discrimination, harassment or victimization of any kind. The details of Whistle Blower complaints/concerns received, if any, and subsequent actions taken and the functioning of the Whistle Blower Mechanism is reviewed periodically by the Audit Committee and Risk Management Committee of the Board.

Further details of the Whistle Blower Policy of the Company are provided in the Report on Corporate Governance, forming part of this report. The Whistle Blower Policy is hosted on the Company's website at https://www.hdfclife.com/about-us/investor-relations

18. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A. Conservation of Energy

In view of the nature of business activity of the Company, the information relating to the conservation of energy, as required under Section 134(3) of the Act and Rule 8(3) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

B. Technology Absorption

Sr. No. Particulars Remarks
Research and Development (R&D)
1. Specific areas, in which R&D is carried out by the Company NA
2. Benefits derived as a result of the above R&D NA
3. Future plan of action • Technology & Architecture transformation
• Enhancing digital buying journeys leveraging low code
• Improve process automation using cognitive bots & AI for greater efficiencies
• Assessing the role of Augmented Reality (AR) and Virtual Reality (VR) in customer education and immersive policy exploration experiences
• Newer Machine Learning (ML) models with alternate data for underwriting, persistency and claims
• Improve Natural Language Processing (NLP) engine using generative pretrained transformer
• Enhancing data analytics capabilities for predictive and prescriptive insights, supporting informed decision-making
• Invest in newer technologies to boost capabilities around cloud, voice/face recognition, cyber security
Sr. No. Particulars Remarks
4. Expenditure on R&D
a) Capital
b) Recurring
c) Total
d) Total R&D expenditure as a percentage of total turnover
Technology absorption, adoption and innovation
1. Efforts made towards technology adoption • InstaCheck advances the document collection and eligibility verification process to the quote level, minimizing rework and customer interactions
• Integrated Account Aggregator facilitates efficient bank statement collection
• Maturity Payout Simplification automates maturity payout process for all touchpoints
• LOCO platform enables sales team with simple and effective user journeys for quick application submissions
• Added new capabilities in DigiVPC new business DigiKYC processing
• Offline Aadhaar journey in case of UIDAI server failure cases
• Automatic closures of pending requirements through TeBT integrations
• Improved user experience for annuitants and assistance in completing life certificate process
• Improved the customer portal by automatically re-directing customers to the nearest branch through geo location identification and rerouting
• Improvements done on clickCheck Facesense model
2. Benefits derived as a result of the above efforts (e.g. product improvement, cost reduction, • Instacheck accelerates and simplifies financial decision-making & document collection
product development, import substitution and so on) • AA enables secure, consent-based data sharing, boosting financial intelligence and agility
• Maturity payout provides an effortless, efficient journey for customers, ensuring timely and convenient maturity payouts
• Through the improved DigiVPC process 3095 more customers were processed in digital Mode
• With the improved LC portal powered with geo location, 492 more customers redirected to the nearest branch
3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -
i. The details of technology imported; NA
ii. The year of import;
iii. Whether the technology been fully absorbed;
iv. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
4. Expenditure incurred on Research and Development NA

C. Foreign Exchange Earnings and Outgo

Details of foreign exchange earnings and outgo during FY 2022-23 are as follows:

(Rs. in crore)

Particulars
Foreign exchange earnings

192.7

Foreign exchange outgo

136.5

19. Subsidiary Companies

(i) HDFC Pension Management Company Limited ("HDFC Pension")

HDFC Pension continues to be the number one privately owned pension fund manager ("PFM") in India in terms of assets under management ("AUM") and is also one of the fastest growing private sector PFM under the NPS architecture.

HDFC Pension's AUM as on March 31, 2023 stood at '45,397 crore, registering a growth of approximately 59.8% over previous year. The cumulative market share of the Company as a Pension Fund Manager grew from 36.9% to 41.2% over the previous year.

HDFC Pension has 15.1 lakh subscribers as on March 31, 2023, out of which 9.8 lakh subscribers are in the retail segment and 5.3 lakh subscribers are in the corporate segment. The Company stands #1 in corporate segment subscribers and #2 in retail segment subscribers amongst all the private PFMs.

A synopsis of financial performance is shown below:

(Rs. in crore)

Particulars

FY 2022-23

FY 2021-22

Gross Income

3,378

2,309

Total Expenses

2,722

1,858

Profit/(Loss) before Tax

655

452

Provision for Tax

165

97

Profit/(Loss) after Tax

490

354

(ii) HDFC International Life and Re Company Limited ("HDFC International")

HDFC International has its office in the Dubai International Financial Centre (DIFC), Dubai. HDFC International was set up with a primary objective of offering life reinsurance capacity in the UAE and other GCC nations.

HDFC International has successfully completed seven (7) years of operations and is steadily building experience in the GCC and broader MENA region. It continues to focus on the need for creation of a stable and sustainable revenue model, while ensuring the business remains predictable and profitable.

HDFC International has been working with ceding insurers to provide reinsurance support for individual and group reinsurance programs. It aims to partner with insurers and help them realise their potential through reinsurance solutions which enables them to innovate and optimise across their product and market segments.

During FY 2022-23, HDFC International generated Gross Written Premiums (GWP) of $ 17.22 million, registering a 10% Y-o-Y growth, while general and administrative expenses stood at $ 1.49 million. For the period under review, HDFC International reported a profit after tax of $ 0.41 million.

During the year, HDFC International has established IFSC Branch, its first overseas branch located at Gujarat International Finance Tec (GIFT City) - IFSC, India to provide US Dollar denominated insurance solutions to Indians globally. IFSC Branch has received its Certificate of Registration from the International Finance Services Centre Authority (''IFSCA'') and Certificate for establishment of place of business in India from Ministry of Corporate Affairs, Government of India.

(iii) Erstwhile Exide Life Insurance Company Ltd. ("Exide Life")

On January 1, 2022, HDFC Life had acquired 100% of the equity share capital of Exide Life from Exide Industries Limited. Accordingly, Exide Life became a wholly-owned subsidiary of the Company.

The Board of Directors in its meeting held on January 21, 2022, approved the scheme of amalgamation of Exide Life into and with the HDFC Life and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Act.

The aforesaid scheme was sanctioned by Hon'ble National Company Law Tribunal, Mumbai Bench vide hearing convened on September 16, 2022 and it was further approved by the IRDAI on October 13, 2022. Accordingly, the Scheme was effective from end of day on October 14, 2022.

20. Consolidated Financial Statements

In accordance with Section 129(3) of the Act and SEBI Listing Regulations, consolidated financial statements of the Company along with its wholly- owned Subsidiaries, HDFC Pension and HDFC International, have been prepared in accordance with the applicable Accounting Standards issued by Institute of Chartered Accountant of India ("the ICAI") and forming part of this report.

21. Statement containing salient features of the financial statements of Subsidiaries

Pursuant to Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiaries in the prescribed Form AOC-1 forms part of the financial statements.

22. Swabhimaan - Corporate Social Responsibility (CSR)

HDFC Life is committed to making a positive impact to society. Under its social umbrella of 'Swabhimaan', the Company focuses in areas such as education and livelihood, healthcare, sanitation and environmental sustainability, etc.

Over the years, as a responsible corporate citizen, HDFC Life has contributed to nation building as enshrined in Section 135 of the Act. All CSR interventions are conceived and implemented through a focused approach towards target beneficiaries for generating maximum impact. The CSR initiatives of the Company are carried out either in partnership with credible implementing agencies or directly through projects executed by project management teams.

The CSR Policy of HDFC Life lays down the guidelines for undertaking CSR initiatives in accordance with the Companies (Corporate Social Responsibility Policy), Rules, 2014 as amended from time to time.

The 'Swabhimaan' interventions are in line with Schedule VII of the Act and aligned with the UN Sustainable Development Goals (SDGs). The CSR interventions blend with the brand's core emotion that revolves around 'Pride' or 'Sar Utha Ke Jiyo', representing the philosophy of enabling individuals to live with their head held high.

We strongly believe that employees and people in their circle of influence can make a difference to society. The 'Swabhimaan Agent of Good' employee volunteering program is designed to enable all to act as change-makers. Every employee, along with family and friends, are encouraged to volunteer.

The CSR Policy and details of projects/programs undertaken are available on the Company's website at https://www.hdfclife.com/about-us#CsrRedirect.

The 'Swabhimaan' projects/programs are identified and assessed by the CSR Monitoring and Evaluation team, and post their due diligence is recommended to the CSR & ESG Committee for approvals.

The annual report on CSR activities is enclosed as 'Annexure 2'and forms part of this report.

23. Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year ended March 31, 2023, is hosted on the website of the Company at https://www.hdfclife.com/about-us/investor-relations

24. Related Party Transactions

Pursuant to Section 177 read with Section 188 of the Act, the Audit Committee approves the related party transactions of the Company on a quarterly basis. All the related party transactions entered during the year under review were in the ordinary course of business and on an arm's length basis, there by not requiring a separate Board/Shareholders' approval except for transactions in the ordinary course of business and on arm's length basis with two related parties - HDFC Limited and HDFC Bank which were considered as material transactions, for which Shareholders' approval was taken as per the requirement of SEBI Listing regulations

The Related Party Transactions Policy of the Company ensures timely approvals and reporting of the concerned transactions between the Company and its related parties to the concerned authorities. The said Policy is hosted on the Company's website at https://www.hdfclife.com/aboutus/Investor-Relations.

During the year, there were no material transactions with related parties, which were not in the ordinary course of business and not on an arm's length basis.

M/s B.K. Khare & Co., Chartered Accountants, have reviewed the related party transactions for FY 202223 and their reports were placed before the Audit Committee for review, along with details of such transactions.

As per the requirements of the Accounting Standards (AS) - 18 issued by the ICAI on 'Related Party Disclosures', the details of related party transactions entered into by the Company are covered under Notes forming part of the financial statements.

25. Ind AS Roadmap

IRDAI vide its circular dated January 21, 2020 notified that the effective date of implementation of Ind AS shall be decided after the finalisation of IFRS 17, 'Insurance contracts', by the International Accounting Standard Board (IASB). The IASB has issued the new standard IFRS 17 - Insurance Contracts, with effective date on or after January 1, 2023.

In view of the recent amendments to IFRS, and in order to keep the Ind AS converged with IFRS, the Ministry of Corporate Affairs (MCA), issued certain amendments to Ind AS vide a notification dated March 23, 2022 which are effective from April 1, 2022.

The IRDAI has formed an expert committee on implementation of Ind AS to address the implementation issues of Ind AS in the insurance sector.

As per the directions from IRDAI, the Company has set up a steering committee comprising members from areas such as finance, actuarial and technology. The steering committee meets at regular intervals to understand requirements of the Ind AS standards, evaluate technology and knowledge partners and determine the implementation plan. The Board of Directors have been updated periodically. Post required deliberations, the Company has appointed an external partner to perform an initial impact assessment.

The IRDAI has also shared a road map for implementation of Ind AS for life insurance companies. The Company is in the process of aligning its implementation plan with IRDAI's road map.

While ICAI continues to amend Ind AS 117 to converge with the final IFRS 17 and the IRDAI is taking steps for implementation of Ind AS, the IRDAI is yet to announce the final date of Ind AS implementation for the insurance sector.

26. Integrated Reporting

Your Company has prepared an Integrated Annual Report for FY 2022-23.

The said report encompasses both financial and nonfinancial information to enable various stakeholders to have a more holistic understanding of the Company's long-term perspective.

27. Statutory Auditors

M/s G.M. Kapadia & Co., Chartered Accountants (Firm Registration No. 104767W) and M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), are the Joint Statutory Auditors of the Company. The report of the Joint Statutory Auditors forms part of this report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.audit observations, if any, and corrective actions taken by the Management are presented to the Audit Committee of the Board from time to time.

28. Reporting of frauds by Auditors

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee/ Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

29. Legal Update

There are no significant and material orders were passed by the regulators, courts or tribunals that impacted the going concern status of the Company, or which can potentially impact the Company's future operations.

30. Material changes and commitments affecting the financial position

There have been no material changes and commitments, affecting the financial position of your 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.

31. Secretarial Audit Report

Pursuant to the requirements of Section 204 of the Act, and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s N. L. Bhatia & Associates, Practising Company Secretaries (Firm Registration No. P1996MH055800), for conducting the Secretarial Audit for the financial year ended March 31, 2023.

The Secretarial Audit Report for FY 2022-23 issued by M/s N. L. Bhatia & Associates, Practising Company Secretaries is enclosed as 'Annexure 3' and forms part of this report.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report.

32. Secretarial Standards

Your Company has complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI").

33. Maintenance of Cost Records

Being an Insurance Company, your Company is not required to maintain cost records.

34. Change in the nature of business

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

35. Deposits

Your Company has not accepted any deposits during the year under review and hence provisions of the Act, relating to acceptance of Public Deposits are not applicable to the Company.

36. Loans, Guarantees or Investments

In line with the clarification given by the MCA under the Removal of Difficulty Order dated February 13, 2015, the provisions of Section 186 of the Act relating to loans, guarantees and investments are not applicable to the Company.

37. Employee Stock Option Schemes

Your Company has formulated various Employee Stock Option Scheme(s) ("ESOP schemes") which helps it to retain and attract the right talent and in administering the issue of Stock Options to its eligible Employees including that of its subsidiary companies. The NRC administers the Company's ESOP schemes. There has been no material variation in the terms of the options granted under any of the ESOP schemes and the said schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB Regulations").

A Certificate on compliance with SBEB Regulations, issued by Secretarial Auditors of the Company is being made available for inspection at the forthcoming AGM.

During the year under review, there were no instances of loan granted by the Company to its employees for purchasing/subscribing its shares.

The statutory disclosures as mandated under the SBEB Regulations, have been hosted on the website of the Company at https://www.hdfclife.com/about- us/Investor-Relations

38. Sale of shares by abrdn (Mauritius Holdings) 2006 Limited

During the year, abrdn (Mauritius Holdings) 2006 Limited (abrdn), one of the promoters of the Company sold certain equity shares of the Company. The details of the same are furnished below:

Date of transaction

Number of shares sold

September 13, 2022

4,30,00,000

The above sale of shares by abrdn has resulted in dilution of their shareholding from 3.72% as on March 31, 2022 to 1.66% as on March 31, 2023.

39. Update on merger of HDFC Ltd. with HDFC Bank

The Board of Directors of HDFC Bank ("Transferee Company") and HDFC Ltd. ("Transferor Company"), one of the promoters of the Company, have approved a composite Scheme of Amalgamation ('Scheme') at their respective meetings held on April 4, 2022, for amalgamation of: (i) HDFC Investments Limited and HDFC Holdings Limited, wholly-owned subsidiaries of HDFC Ltd., with and into HDFC Ltd. and (ii) HDFC Ltd. with and into HDFC Bank and matters related thereto.

Upon the amalgamation of HDFC Ltd. with and into HDFC Bank becoming effective, HDFC Ltd. along with all its assets, liabilities, contracts, employees, licenses, records and approvals being their respective integral parts shall stand transferred to and vest in or shall be deemed to have been transferred to and vested in HDFC Bank as a going concern. Accordingly, post implementation of the Scheme HDFC Bank shall be promoters of the Company in place of HDFC Ltd., subject to approval of IRDAI.

40. Prevention and Redressal of Sexual Harassment Policy, and disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Internal Committee (IC):

The Company has instituted an Apex Committee and four Zonal Internal Committees (ICs) for redressal and timely management of sexual harassment complaints. The central Apex Committee is chaired by a senior woman leader of the Company. The Committee also has an external senior representative member who is a subject matter expert. All zonal ICs have minimum of 50% women representatives, and their functioning is overseen by the central Apex Committee. The Risk Management Committee of the Board is periodically updated on matters arising out of the Policy/ Framework, as well as on certain incidents, if any.

Prevention and Redressal of Sexual Harassment (PRSH) Policy and Awareness:

The Company has zero tolerance towards sexual harassment and is committed to provide a safe environment for all. The organizations PRSH policy is inclusive irrespective of gender or sexual orientation of an individual.

To create awareness on this sensitive and important topic, various informative and interactive workshops were conducted for manager and above grade of employees at different locations. A PRSH awareness session was also conducted for the pan India HR Team. All employees were encouraged to complete the mandatory PRSH training module on the Company's self learning application (MLearn).

Pursuant to the said Act, the details regarding number of complaints received, disposed, and pending during the financial year 2022-23 are as follows:

Particulars

Numbers

Number of complaints pending at the beginning of the financial year

61

Number of complaints received during the financial year Number of complaints disposed during the financial year

60 52

Number of complaints pending as at the end of the financial year

14

Note:

1. The said complaints were resolved within defined TAT.

41. Directors' Responsibility Statement

In accordance with the requirements of Section 134 of

the Act, the Board of Directors state that:

i. I n the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures (if any);

ii. Such accounting policies have been selected and applied consistently, and judgments and estimates made that are reasonable and prudent, so as to give a true and fair view of the Company's state of affairs, as on March 31, 2023, and of the Company's profit for the year ended on that date;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis;

v. I nternal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; and

vi. Proper systems have been devised to ensure compliance with the provisions of all applicable laws, and such systems were adequate and operating effectively.

42. Appreciation and Acknowledgement

Your Directors place on record their gratitude for all the policyholders, shareholders, customers, distributors, and business associates for reposing their trust and confidence in the Company. Your Directors would also take this opportunity to express their appreciation for hard work and dedicated efforts put in by the employees and for their untiring commitment; and the senior management for continuing success of the business in difficult times.

Your Directors further take this opportunity to record their gratitude to HDFC Ltd. and abrdn, Promoters of the Company for their invaluable and continued support and guidance and also to Insurance Regulatory and Development Authority of India ('IRDAI'), Securities and Exchange Board of India ('SEBI'), Ministry of Corporate Affairs ('MCA'), Reserve Bank of India ('RBI'), Pension Fund Regulatory and Development Authority ('PFRDA'), Life Insurance Council, Stock Exchanges, Depositories, Debenture Trustees and other governmental and regulatory authorities for their support, guidance and co-operation from time to time.

On behalf of the Board of Directors
Sd/-
Deepak S. Parekh
Place: Mumbai Chairman
Date: April 26, 2023 (DIN: 00009078)