1. Standalone Financial Performance, Business Review and Outlook
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:
(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
(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: