ONE BRAND - Aditya Birla Group · validated by the company’s performance this year. It was also...

100
ANNUAL REPORT 201718 Aditya Birla Health Insurance Co. Limited (A subsidiary of Aditya Birla Capital Ltd.) that motivates people to PROTECT their health. HEALTH INSURANCE ONE BRAND

Transcript of ONE BRAND - Aditya Birla Group · validated by the company’s performance this year. It was also...

ANNUAL REPORT 2017�18

Aditya Birla Health Insurance Co. Limited(A subsidiary of Aditya Birla Capital Ltd.)

that motivates people to PROTECT their health.HEALTH INSURANCE

ONE BRAND

About ABHICLAditya Birla Health Insurance Co. Limited (ABHICL) is committed to transforming the perception of health insurance in India. We believe the emphasis of health insurance in the country should be on health, rather than insurance, and this is what we are focusing on.

ABHICL serves as an enabler and influencer of health and healthcare choices that customers make, in addition to being a payer of healthcare expenses. Thus, ABHICL acts like the much‑needed catalyst to grow the health insurance landscape in India through product innovations and a wider choice of consumer‑relevant products.

What’s insideCompany Overview Message from the Chief Executive OfficerABHICL at a GlanceOur Product SuiteOur Marketing and Branding ActivitiesOur Unique InitiativesLeadership TeamBoard of DirectorsAwards and AccoladesKey Performance Highlights

Statutory ReportsBoard’s ReportCorporate Governance Report

Financial StatementsIndependent Auditors’ ReportManagement ReportFinancial Statements

01-21

22-56

58-96

020408101214161820

2232

586466

View our Annual Report 2017-18 onlineWe publish our Annual Report online, which allows us to limit the amount of paper we use.

https://www.adityabirlacapital.com/investor‑relations/financial‑reports

Inspired by the Aditya Birla Group legacy, we are emerging as a force to reckon within India’s Health Insurance sector. At ABHICL, we have integrated our core purpose in each of our initiatives.

For us, health insurance is not an additional value‑added service, but the essential ‘value’ itself. Our strategy is to design and offer solutions to motivate citizens to aspire for positive health outcomes.

During the reporting year, we strengthened each aspect of our business and designed a comprehensive range of offerings through a dedicated team that delivers a unique customer experience.

We are delighted to have touched more than a million people in their journey towards a healthier and richer life.

We are taking big steps for bigger impact.

To benefit all our stakeholders.

KEY HIGHLIGHTS FOR FY 2017-18

D243Crores

20%

Gross written premium

ABHICL customers began their healthjourney

15,684Advisors

4,200+Hospital tie-ups

1Millions+

42,549

Lives insured

Claims settled

5

1,391

Bank partners

Team members

Big Steps for a Better Tomorrow

02 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

It gives me immense pleasure to share with you the Aditya Birla Health Insurance Co. Limited’s (ABHICL) Annual Report, 2018. It was the first full year of our operations in which we laid a solid foundation of financial and health related resources to build a responsible organisation that is working towards sustainable value creation. The year’s performance and the tremendous response from the market has reaffirmed our belief that health insurance companies like ours have a pivotal role to play in driving a positive change in society. We at ABHICL go beyond the conventional approach of being just another insurer playing the role of a health financier. We wish to augment that role by first acting as an enabler and influencer of better health and healthcare choices that a customer makes, and encourage them to make health and fitness a key part of their everyday life. In reality, we are driving a shared culture of ‘managing and improving’ health outcomes than just ‘curing’.

Message from the Chief Executive Officer

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

03Corporate Overview

We set ourselves some stretched targets right across our business, and our teams worked to ensure that we succeed. Our refreshing and positive approach towards health insurance and our broad‑based purpose resonated well with the external environment. The year saw our flagship product Activ Health gain greater acceptance in the market. Created as the physical representation of the company’s overarching philosophy, Acitv Health offers the unique proposition of ‘incentivised wellness’ wherein we pay back up to 30% of the premium every year as long as our customers take good care of their health and also activate a unique “chronic care management program” if they still develop a chronic health condition. Our product suite was further bolstered by the launch of two new products – Activ Assure, our second offering under our Indemnity portfolio, and also our foray into Fixed Benefit portfolio by launching Activ Secure, which helped us offer a growing products of products aligned to our consumers’ long‑term health protection requirements.

Our company’s differentiated move has pushed us to focus significantly on the ‘health’ proposition in health insurance. Going forward, we have weaved our purpose of ‘Putting Health at The Heart of Health Insurance’ across all our activities and processes. It has also helped us keep our promise of demystifying all elements of our customer interactions with special focus on the claims process, which we realised during our journey, was one of the most difficult processes to navigate. We launched our care manager service – a team of specialists who handhold customers through the claims, hospitalisation and discharge procedures. Such services enable us to deliver higher convenience that will go a long way in building customers’ trust and loyalty towards the company.

We practise what we preach, and hence the culture of healthy living flows across our ecosystem – from the top management, employees and distributors to customers and even our other group companies. To make it smoother for our stakeholders to adopt a healthier lifestyle, we have initiated campaigns such as “Sehat hai to Zindagi behad hai” and ‘#JumpForHealth’. Likewise, we encourage our employees to start small but inculcate regular health practices in their daily routines. Through our Vitalize program, we have partnered with expert

health consultants including dieticians to provide customised health plans to our employees, enabling them to adopt a holistic approach towards better health. Our employees in turn pass on this message to our customers and assist them in smoothly adopting the approach. We are proud to announce that our efforts are starting to fructify, as over a fifth of our customers have embarked upon their health journey and have thus also begun to engage with us.

With the adoption of such dynamic steps our company is looking to redefine the way health insurance is perceived by all sections of the society, and also hopes the other players in the industry will replicate the move so that more customers can be benefitted.

The strength of our business model was validated by the company’s performance this year. It was also characterised by reinforcing capacities across products, people and distribution domains. Our success story of the year is best explained by the numbers we have achieved, which is 2.9% of the market share amongst standalone health insurers over the past year as opposed to 0.9% in the previous year. Widespread acceptance of our products has helped us establish our position in the market.

Currently we are present in over 150+ cities through a multi‑channel distribution network and have covered over 1 million individual lives and more than 1,000 corporates. We have partnered with five leading banks for distribution of our products and have tied up with over 190 brokers. Non‑metro cities now contribute 30% to our business, up from 14% in the first quarter of FY 2017‑18. Our Gross Written Premium (GWP) has multiplied 4.5 times to ₹243 Crores in the year. This is on the back of robust growth in retail GWP where contribution from retail as % of GWP has gone up from 6% in Q1 to 65% in Q4 FY 2017‑18. We have originated almost 70% of our policies through our best‑in‑class digital platforms, which are now key to acquiring and servicing customers.

In the coming years, our development pipeline will deliver the next generation of differentiated services. In FY 2018‑19, our growth strategy will be two‑pronged –

1. We will continue to build new capabilities and further strengthen our framework.

2. Leverage these capacities to their full potential.

Our focus will be to improve productivity, enhance our presence in non‑metros, expand our retail franchise and partner with more players in the healthcare ecosystem. With a firm eye on addressing all the inherent and latent needs of consumers, we will continue to launch new and innovative products. Our differentiated offerings will focus on providing a high level of service and building personal relationships with our customers. We will continue to meet all the regulatory requirements given the lineage of strong governance practices in both our shareholder groups.

Given the under‑penetration of health insurance in India, the opportunity to develop the market is enormous, and our company will be a key partner in this growth. The Government of India is creating significant awareness about the benefits of health insurance products among the mass segments. We want to not only leverage this push from the government, but also would like to partner with them in all their awareness initiatives as we strongly believe that good health and access to good healthcare is intrinsic to building a healthy and prosperous nation.

Everything that we have achieved this year, everything we aim to achieve next year, and all the promises we have made to our customers, have been borne out of our vision of good health and healthcare for everyone. I want to thank everyone who has shared this vision and worked relentlessly to ensure we deliver on these promises. It is our belief in our purpose that is driving this organisation to achieve so much scale in so little time and create significant value for our stakeholders. I am extremely excited about this journey that we have embarked upon together, and I look forward to the changes and growth we will bring to the industry going forward. We will continue to push boundaries as we take big steps for better impact.

Best Regards,

Mayank Bathwal

Chief Executive Officer and Whole‑Time Director Aditya Birla Health Insurance Co. Limited

04 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

1. Ahmedabad 2. Asansol 3. Aurangabad 4. Bangalore 5. Baroda 6. Bhopal 7. Bhubaneswar 8. Chandigarh 9. Chennai 10. Coimbatore 11. Delhi 12. Goa 13. Gurgaon 14. Guwahati 15. Hyderabad 16. Indore

17. Jaipur 18. Jodhpur 19. Kanpur 20. Kolkata 21. Lucknow 22. Ludhiana 23. Madurai 24. Mumbai 25. Mysore 26. Nagpur 27. Nasik 28. Noida 29. Patna 30. Pune 31. Raipur 32. Rajkot

33. Ranchi 34. Secunderabad 35. Siliguri 36. Surat 37. Thane 38. Trichy 39. Vashi 40. Vijaywada 41. Vizag

OUR GEOGRAPHIC PRESENCE

Our Network at a GlanceAditya Birla Health Insurance Co. Limited (ABHICL) is a joint venture between Aditya Birla Group and MMI Holdings of South Africa. ABHICL was incorporated in 2015 wherein Aditya Birla Capital Limited (ABCL) and MMI Strategic Investments (Pty) Ltd. hold 51% and 49% shares, respectively. ABHICL commenced operations in October 2016 and its current product portfolio includes unique offerings including chronic care and incentivised wellness.

ABHICL AT A GLANCE

1

5

36

12

2437

3930

27

6

1718

16

822

1128

19

21

20

13

2

35

33

14

326

7

31

29

425

15

40

4134

32

9

38

10

23

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

05Corporate Overview

Digital• Presence across all digital channels

• Partnership with key online aggregators

• Presence through tele callers & direct sales team

Agency• Presence in 41 cities with 59 branches

• 15,684 advisors in March 2018

Bank Partners

Broker• Focused on tie‑up with top brokers

across 50+ cities

06 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Our Approach

Putting health at the heart of health insurance for all stakeholders

ABHICL AT A GLANCE

ADITYA BIRLA HEALTH INSURANCE

KNOW YOUR HEALTH

Understand your health through specially formulated online questionnaires and a series of clinical tests

STAY PROTECTEDComprehensive health insurance

cover that ensures support for any medical event.

IMPROVE YOUR HEALTHFollow our Incentivised Wellness program and start becoming active. Being active earns you Active DayzTM which you can use to earn rewards.

GET REWARDED

While some say good health is its own reward, we at Aditya Birla Health are taking this a step further. For every step you

take to be healthy, we will reward you for it.

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

07Corporate Overview

Our CustomersWe motivate our customers and their families to prioritise their health and lead fulfilling lives through our approach of:

• Know your health

• Improve your health

• Get rewarded

• Stay protected

Our EmployeesWe empower our employees to live our purpose through ‘Vitalize program’ – fitness activities, sponsoring participation in Marathons, Walkathons, Treks, Cricket and Football tournaments, etc.

Empowering and motivating families to prioritise their health and lead fulfilling lives

Our DistributorsWe strongly believe our distributors are real brand endorsers. When they live our purpose can they empower our customers to lead a healthy life. Hence, we motivate our distributors and their families through various activities like health check‑up camps, professional fitness training workshops and sponsoring local marathons and walkathons to create awareness towards healthy living.

Living our Purpose

08 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Offerings to Drive Better Health Outcomes

I N D E M N I T Y

GROUP INSU

RAN

CE

Activ Health

• Platinum

Activ Assure

• Diamond

Group Insurance

• Group Activ Health

• Group Activ Secure

Activ Secure

• Personal Accident

• Critical Illness

• Hospital Cash

• Cancer Secure

OUR PRODUCT SUITE

FIX

ED BENEFITS

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

09Corporate Overview

Activ Health - Platinum– the flagship product rewards you through the HealthReturnsTM programme

Activ Secure– an umbrella retail fixed benefit

Activ Assure - Diamond Plan– a health insurance indemnity product that incorporates ABHICL’s unique HealthReturnsTM programme

Group Health Insurance Products– a group hospitalisation cover with world‑class features

• Comprehensive Insurance plan• Earn upto 30% of your annual policy premium as HealthReturnsTM. One

can use the earned HealthReturnsTM to pay renewal premium, or to pay for health medicines, diagnostic tests and more

• Flexibility of room choice• 527 day care procedures covered• Day 1 cover for cost of medicines, diagnostic tests, and doctor

consultation for chronic conditions like Diabetes, Hypertension, High Cholesterol, and Asthma under the Chronic Management Program

• Cumulative bonus of 10% of sum insured for every claim free year. Maximum accumulation of 100% of sum insured

Critical Illness• Complete protection against 20, 50, or 64 critical illnesses as per

plan chosen• Sum insured options until 1 Crore for enhanced protection• Lump sum payout on detection• Option to avail Second E‑Opinion

Personal Accident• Complete protection for Death & Disability• Protection against income loss• Protection for hospitalisation related expenses• Cumulative bonus leading to increased protection every year

Cancer Secure• Protection for all three stages of Cancer – Early, Major & Advanced• Upto 150% of sum insured on detection of Advanced Stage Cancer• Cumulative bonus leading to increased protection every year• Option to avail Second E‑Opinion

• 150% reload of sum insured, for subsequent claims due to unrelated illness, maximum up to ₹50 Lakh

• Covers 586 day care procedures even if hospitalisation is for less than 24 hours

• International/Domestic Emergency Assistance services (Including Air Ambulance)

• Earn HealthReturnsTM worth upto 30% of your premium for staying fit and healthy

• Group Activ Health plan offers a comprehensive coverage with world‑class features and several optional covers customised by the way of features, limits and waivers of restrictions along with cashless claim settlement

• Group Activ Secure plan offers a lump sum benefit on the occurrence of health events under plans such as:

• Group Personal Accident cover • Group Critical Illness cover • Group Hospital Cash benefit

GROUP INSU

RAN

CEF

IXED

BENEFITS

10 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Widening our Brand OutreachWe planned campaigns for marketing and branding to encourage conversations on the importance of health insurance, demonstrating the unique features of ABHICL’s portfolio.

OUR MARKETING AND BRANDING ACTIVITIES

OUR KEY ABOVE THE LINE (ATL) CAMPAIGNS

Sehat Hai Toh Zindagi Behad Hai• Our multimedia advertising campaign was launched on

national television and radio channels.

#BehadZindagi• We also commenced several digital drives and showcased

inspirational stories in which individuals overcame hardships to accomplish their life goals.

• A series of live interactions, contests and video, and blog posts on social media under the hashtag ‘BehadZindagi’.

60

20

62

27

IMPACT OF OUR CAMPAIGNSBrand awareness score

Pre‑ATL campaign

Pre‑ATL campaign

Post‑ATL campaign

Post‑ATL campaign

Brand consideration score

30,000+social media fans

49% SOVPR – TV Visibility Share amongst Stand Alone Health Insurance Players

5.9Millions

ON DIGITAL PLATFORMS

#1 PR – TV visibility rank during the campaign month

THROUGH EARNED MEDIA (PR)

views

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

11Corporate Overview

OUR KEY BELOW THE LINE (BTL) CAMPAIGNS

#TogetherWeCan • On February 4, 2018 – World Cancer Day – an initiative to

encourage conversations about the emotional aspect of cancer with patients and their families was launched by ABHICL.

• We created a dedicated microsite on one of India’s leading news websites, News18.com and promoted the campaign through social media channels with the hashtag ‘TogetherWeCan’.

• ABHICL and Apollo Hospitals together offered a discount on check‑ups for cancer as well.

World Diabetes Day • ABHICL collaborated with IndianExpress.com

and launched a microsite, strategically placing digital banners that asked questions to diabetes patients in the context of health insurance.

• Our Chronic Management Programme helps patients with chronic lifestyle conditions such as diabetes.

We engaged in both Above The Line (ATL) campaigns that use conventional media and Below The Line (BTL) campaigns with unconventional resources, each catering to a specific branding initiative.

90,000visits to the microsite so far

1,000 people went to our own website

500,000 impressions recorded on the 1st day

IMPACT

ENGAGEMENTProvocative engagement events around health and wellness

LEAD GENERATIONActivities that generate lead through local events, among others

ACTIVATIONInitiatives towards branding and local visibility at select new locations

16,500+visits to the microsite hosted by News18.com

IMPACT

12 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

2Millions jumps counted

200prosthetic limbs donated

Creating Bigger Impact Through Unique InitiativesAt ABHICL, we strongly believe in following a differentiated view on health and partnering our customers for healthier living. We go beyond the traditional role of a health insurer and introduce initiatives to mobilise a meaningful discourse on health.

#JumpForHealth:• ‘Jump For Health’ campaign encouraged people to jump and share their videos

across social media.

• Research by the American Journal of Health Promotion shows that jumping 20 times a day can significantly lower one’s risk of osteoporosis.

• Jumping helps improve mental wellness, has cardiovascular benefits and increases resistance to fatigue.

• ABHICL supported amputees from weaker section of society – donating a prosthetic leg for every 10,000 jumps received.

OUR UNIQUE INITIATIVES

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

13Corporate Overview

Active Health:Our ‘Activ Health’ app delivers a complete digital health ecosystem, empowering customers to take charge of their fitness journey. The app is integrated with ABHICL’s HealthReturnsTM programme, rewarding users for better health management.

Access to healthcare

Access to wellness

Health communities/

infor

mat

ion

Managing health

Fund

ing

of h

ealth

• Find a doctor/hospital

• Buy medicines

• Second opinion

• Tele‑medicine

• Tie‑up wellness providers

• Track physical activity

• Personalised health advice

• Get rewarded for staying healthy

• Health assessment tools

• Health blogs • Digital health records

• Book appointment

• Personalised chronic condition info

• Buy Health Insurance (HI)

• Manage/self service HI

• Claim and track insurance & rewards

2

1

34

5

Guidance with pre‑authorisation and cashless processes

Help with speedy discharge

Support and explain the policy terms

Proactive calling to explain the documents required

Virtual Care ManagersWe at ABHICL believe in elevating the standards of customer services beyond the traditional methods adopted so far. Our customer support extends beyond selling policies. In a pioneering effort to put true compassion in care, ABHICL has put in place an expert team of virtual Care Managers which provides valuable assistance to customers during the critical period of hospitalisation.

Our incredibly responsive and reliable Care Managers ensure that the burden on our customers is reduced by taking care of major aspects of hospitalisation as well as claim‑related documentation. Moreover, they also facilitate cashless procedures, speedy hospital discharge and clarification of policy terms.

Easing the hospitalisation experience

14 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Leadership Team

MR. MAYANK BATHWALChief Executive Officer (CEO) & Whole-time Director

Mayank’s expert leadership led ABHICL to enter the Indian health market with a differentiated business model and to grow rapidly in less than two years. He has rich experience of nearly 21 years in financial services across various functions and multiple lines of business.

MS. DARSHANA SHAHHead-Marketing

Darshana oversees the varied aspects of brand marketing and communications, such as product marketing, customer and channel engagement, digital marketing and corporate communication functions. She also drives marketing research and insight initiatives. Darshana has over 21 years of experience in marketing and communication.

MR. AMAR JOSHIChief Distribution Officer

Amar has been instrumental in setting up an efficient multi‑channel distribution channel, such as third‑party distribution, tied agency, direct ‑ online and tele sales channel, bancassurance, group business and sales training. He also oversees the building of strategic banking relationships and variable agency models to explore growth opportunities. Amar has over 28 years of experience in the insurance industry.

MS. ANURADHA SRIRAMAppointed Actuary (Chief Actuarial Officer)

Anuradha manages different aspects of the actuarial function, such as pricing, reserving as per regulatory requirements, valuation, experience review and reporting. Additionally, she is responsible for the product function as well as product design and market planning. Anuradha has 25 years of industry experience.

MS. VARIJ PUJARAExecutive Vice President - Institutional Business and Strategic Alliances

Varij drives key aspects of the Company’s business development agenda, including the Payment Bank and the formulation of important strategic banking relationships. She possesses more than 20 years of experience in sales and marketing, and business development.

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

15Corporate Overview

MS. SHIKHA BAGAIChief Finance Officer

Shikha oversees finance, accounts, taxation, investments and financial planning functions. She has 19 years of industry experience.

MR. RAJIV JOSHIHead of Legal, Risk, Compliance and Secretarial

Rajiv has been instrumental in making an effective governance and risk framework by drafting policies and processes that ensure regulatory compliances and risk management. In addition, through internal audit programmes and periodic monitoring, he maintains the efficacy of these policies and processes. He handles the Company’s legal affairs as well. Rajiv has over 29 years of experience in secretarial, legal and compliance affairs.

MR. SANJAY KARNATAKHead of Information Technology (IT)

Sanjay plays an important role in partnering with businesses that enable ABHICL to enhance its technology focus. He helps define the IT architecture as well as the Company’s digital strategy. Sanjay has more than 22 years of experience in technology management in sectors like insurance, telecom, manufacturing and consulting.

MR. SRINIVAS SUBRAMANIANHead of Operations

Srinivas manages functions such as operations, customer service, underwriting, claims, provider management, distribution operations, DRM, quality and business excellence and group operations processes. He has over 26 years of experience in operations, quality, business excellence, machine design, process engineering, industrial engineering and project management.

MR. SANTANU BANERJEEHead of Human Resource & Administration

Santanu is responsible for ABHICL’s human resource strategy, talent management, learning and organisational effectiveness. He has over 19 years of experience in IT, retail, consulting and financial services.

16 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Board of Directors

MR. AJAY SRINIVASANNon-Executive Director

MR. ASOKAN NAIDUNon-Executive Director

MR. SUSHIL AGARWALNon-Executive Director

MR. LOUIS VON ZEUNERNon-Executive Director

MR. DEVAJYOTI BHATTACHARYANon-Executive Director

MR. MAYANK BATHWALChief Executive Officer (CEO) & Whole-time Director

MR. S. RAVIIndependent Director

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

17Corporate Overview

DR. AJIT RANADENon-Executive Director

MS. SUKANYA KRIPALUIndependent Director

MR. DANIE BOTESNon-Executive Director (Resigned w.e.f. June 30, 2017)

MR. RISTO SAKARI KETOLANon-Executive Director(Appointed w.e.f November 3, 2017)

MR. C. N. RAMIndependent Director

LATE MR. P. VIJAYA BHASKARIndependent Director(Ceases to be a Director w.e.f. May 4, 2018)

MR. MAHENDREN MOODLEYIndependent Director

18 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Recognised for ExcellenceABHICL’s efforts to strengthen India’s health insurance segment was acknowledged and rewarded generously in the reporting year.

Overall

Declared ‘Rising Star of the Year’ at the 2nd Annual India Insurance Summit & Awards 2017

Won ‘Most Innovative Life‑Health Insurers’ Start up 2017 at the Life Insurance International Organisation

Declared ‘Digital Insurance Innovation of the year’ at the World Quality Congress Global Awards for Excellence in Banking, Finance and Insurance Management

Declared ‘Digital Innovation Insurers 2017’ at the Life Insurance International Organisation

Product

Declared ‘Product Innovator of the Year’ at the 2nd Annual India Insurance Summit & Awards 2017

Won ‘Innovation of The Year Award 2017’ for Activ Health (ABHICL’s retail indemnity product) at the Changing Dynamics of Insurance & Awards 2017 by Associated Chambers of Commerce and Industry of India (ASSOCHAM); the campaign was also declared the ‘New Insurance Product of the year’ by the World Health and Wellness Congress

Recognised for excellence in health insurance products at the 9th Edition of Federation of Indian Chambers of Commerce and Industry (FICCI) Healthcare Excellence Awards 2017

Won ‘Best Product Innovation’ at the Health Insurance Fintelekt Insurance Awards 2017

AWARDS AND ACCOLADES

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

19Corporate Overview

Won Best Use of ‘Social Media & Most Engaging Customer Experience 2017’ at the Life Insurance International Organisation

Marketing

Awarded bronze at the Abby Awards 2017 for the innovative use of mobile in ABHICL’s Movekar Campaign

Declared ‘Digital Marketer of the Year 2017’ by the Internet and Mobile Association of India (IAMAI) and Money Control

Declared ‘Emerging Brand’ at the 8th CMO Asia Awards for Excellence in Branding & Marketing, Singapore 2017

Recognised as one of the ‘Hot 50 Brands’ by Paul Writer

Declared ‘Best Health Insurance company of the year’ by the Times Network National Marketing Excellence Awards for Excellence in Banking Finance services and Insurance Sector 2017

Won ‘Best Crowd Sourced (User Generated) Content – Silver’ at the Second Edition of E4M Content Marketing Awards in September 2017 for the ABHICL’s #JumpForHealth Campaign. The campaign also won ‘Best Promotion/Launch of Product – Silver’ and ‘Best Use of Mobile for Active App campaign – Bronze’ at the Big Bang Awards, conducted by Ad Club, Bangalore

Operations

Recognised under Star Performer Outreach category by the ASSOCHAM India’s ‑ Health Insurance Congress 2018 and Service Providers Awards 2018

Awarded gold for new business process; silver for hospital empanelment; and silver for new business dispatch process, by the Quality Circle Forum of India, Mumbai chapter

20 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Our Performance Highlights for FY 2017-18

KEY PERFORMANCE HIGHLIGHTS

GROSS WRITTEN PREMIUM (GWP)(` in Crores)

243

54

2016-17 2017-18

350%

HOSPITAL NETWORK ACROSS NO. OF CITIES

543

120

2016-17 2017-18

NO. OF CLAIMS SETTLED

42,549

2,523

2016-17 2017-18

NO. OF HOSPITAL TIE-UPS

4,200

1,600

2016-17 2017-18

RETAIL GROSS WRITTEN PREMIUM (GWP)(% of total GWP)

34

6

2016-17 2017-18

NO. OF LIVES COVERED

1.0

0.2

2016-17 2017-18

(in Mn)

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

21Corporate Overview

In the first full year of our operations, we have grown rapidly and achieved commendable performance.

Big Steps for a Better Tomorrow

NO. OF AGENTS

15,600

1,800

2016-17 2017-18

NO. OF BRANCHES

59

9

2016-17 2017-18

NO. OF BANK PARTNERS

5

2

2016-17 2017-18

HEADCOUNT

1,391

484

2016-17 2017-18

NO. OF BROKERS

192

161

2016-17 2017-18

22 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Board’s Report

Practise diaphragmatic breathing or deep breathing. It helps lower blood pressure, blood sugar the stress hormones adrenaline and cortisol and also Eliminates free radicals from the body, improving cellular function and lifespan.

Dear Shareholders,The Directors of Aditya Birla Health Insurance Co. Limited (“your Company” or “the Company” or “ABHICL”) are pleased to present the Second Annual Report and the audited financial statements of your Company for the financial year ended March 31, 2018.

OVERVIEW AND STATE OF COMPANY’S AFFAIRS:A. Financial ResultsYour Company ended its first full operating year on a strong note having registered ` 243 crores of Gross Written premium. The Company had adopted holistic approach towards Health + Incentivized Wellness and has launched chronic care and incentivized wellness at launch in FY 2016‑17.

In FY 2017‑18, the focus was to create distribution capacity for our multi‑channel distribution network and to drive our innovative CVP based on the philosophy of health first. The Company created and activated capacities in all channels which include 15,600+ agents across 59 branches, 5 bancassurance partnerships, 190+ brokers and Direct Tele‑assisted and online channels. In FY 2017‑18, the Company enhanced its existing line of retail products by launching Retail Activ Assure and Retail Activ Secure. In terms of its service delivery model, the company has put in place a robust platform for supporting end‑to‑end customer journey from sales to servicing to wellness. The Company has empaneled 4,200+ hospitals to enable cashless services across 540 cities.

Against the above backdrop, the Company has recorded good performance on key business and financial parameters as detailed below:

• The Company has broad‑based its Channel mix with sizeable GWP contribution from all channels;

• Gross Written Premium (GWP) of ` 243 crores in FY 2017‑18 from ` 54 crores in FY 2016‑17, translating to growth of 350%;

• Number of lives covered at 1 million in FY 2017‑18 as against 0.2 million in FY 2016‑17, translating to growth of 418%;

• Increasing retail business forming 35% of the total GWP;

• 71% of retail business issued through digitally enabled mode;

• Total capital infused including share premium at ` 133 Crores in the current year;

• Solvency margin at 1.67 for FY 2017‑18 against the regulatory requirement of 1.5;

• Net Loss at ` 189.2 crores for FY 2017‑18 primarily attributable to funding new business growth and distribution network creation.

A brief on financial information is tabled below: (` in Crores)

ParticularsStandalone

2017-18 2016-17

Gross Written Premium 243.1 54.0Net Written Premium 228.9 51.2Net Earned Premium 151.9 13.5Net Incurred Claims 135.3 16.6Net Commission (Income) / Expenses 18.9 3.2Expenses of Management 206.9 83.5Premium Deficiency Reserve 0 3.8Investment Income – Policyholders 10.1 5.9General Insurance Result (195.3) (87.7)Investment Income – Shareholders 7.5 7.2Other Expenses 1.4 6.2Profit before Tax (189.2) (86.7)Credit balance in P & L account at the year end

(210.1) (101.9)

Key highlights of the Company:Industry PerformanceHealth insurance segment had registered consistent growth rate in recent years. It now constitutes around 28% of total non‑life insurance in FY 2017‑18 as against around 22% in FY 2011‑12. The health insurance industry registered premium of ` 42,300 Crores in FY 2017‑18 which translates to growth of 23% YoY.

Currently, there are 30 players operating in the health insurance industry and these can be broadly divided in to 3 categories i.e. PSU Insurers with 57% market share, private general insurers contributing 23% and stand‑alone health insurance companies which contribute to 20% of the market.

Health Insurance has 3 broad customer segments namely 1) Group segment for Corporates with around 46% market dominated by PSU insurers; 2) Retail segment with 45% market has seen relatively higher growth due to increased penetration in tier‑2, tier‑3 cities and 3) Government segment which forms around 9% of the Market.

At the end of the year under review, your Company’s market share stood at 0.61% (2.9% among Stand‑alone health insurers) which is in line with management expectations. We expect that SAHI players will be growing at a faster pace than the industry average in the coming years. Within SAHI Players, with a strong brand, unique CVP, wide spread distribution network and robust digital and servicing capabilities to manage

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

23

scale, Aditya Birla Health Insurance is well positioned to exploit the growth opportunity.

B. Review of Business Operationsi) New Product launchesWe decided to create our business model on the philosophy of health first. We are creating a differentiated model from traditional ‘buy and forget’ to ‘buy and engage’. Your Company would serve as an enabler and influencer of health of customers, in addition to fulfilling traditional role of funding healthcare expenses. We will continue to focus on holistic approach towards health which goes beyond sickness funding into disease prevention and wellness management.

We already had chronic care and incentivized wellness products in our product portfolio. In FY 2017‑18, the Company further fortified its existing line of retail products:

• Launched Diamond (Activ Assure) which focuses on Mass Customer and price sensitive segment of customers. With the launch of Diamond, we have enhanced our indemnity product portfolio catering to all classes of prospective customers

• Launched Activ Secure offering coverage of personal accident, critical illness, cancer care as well as hospital cash benefits, which will serve as a robust customer acquisition engine

• Going forward the focus will be on broad‑basing the product mix and mapping product and customer segments.

With the above, we have extended our product portfolio catering to all classes of prospective customer segments. Currently have a comprehensive product suite which includes Group Activ Health, Retail Activ Health, Retail Activ Assure and Retail Activ Secure and Group Activ Secure.

ii) Distribution ChannelsThe Company follows a multi‑channel distribution model across agency, broking, bancassurance, digital and direct marketing channel. The Company will continue to create distribution capacities that are sustainable in the long‑run.

Our Agency network consists of around 15,600+ Advisors with their spread across 36 locations through 59 branches. The Company has taken various initiatives in Agency channel to increase geographical expansion and to penetrate further in existing locations. We Continue to build our capacity in Agency channel. It will be imperative to manage capacities through timely recruitment, activation and training of sales force and agents going forward.

In Bancassurance, we have achieved partnerships with 5 bank partners & are in advanced discussion with other potential bank partners. Partnerships with Corporate Agents and Brokers are also going strong. We will continue to look at new tie‑ups in third party distribution segment with a view of creating long‑term strategic partnerships with key distributors. In the coming years, we plan to build a strong franchisee in the bancassurance segment.

In Group segment, we have diversified the Group portfolio through SME and Creditor business. We are leveraging Aditya Birla Group Companies as well as new client segments including Large corporates and SMEs for our business. We are maintaining an optimal channel mix from broker as well as direct channel. Going forward, we will continue to focus on new segments to manage our top‑line and margins.

To summarize, last year we focused on creating distribution capabilities across various channels and our focus for coming year would be to optimally utilize the distribution capabilities we created last year and achieve maximum productivity from the available capacity. Given the strength of our innovative CVP and the differentiated service model including wellness and chronic care management we are confident that we will be making further in‑roads in our distribution channels in the years ahead.

With an aim to simplify and digitize the policy issuance, a unique seller portal app has been launched and utilized by all the channels.

iii) Customer and Claims ManagementAditya Birla Health Insurance has entered the health insurance market with an aim to expand the category to wider customer segments, beyond the ones that health insurance companies traditionally have marketed to and through a full range of offerings by providing “Health Insurance for All”. By focusing on health in health insurance, our business model has been built around the philosophy of “health first” – to promote healthy living.

Through extensive research, we charted out the customer’s journey and identified the major pain points that the customers faced and designed our processes and products to ensure we address those and provide adequate differentiation from the market. Hospitalization and Claims journey of the customer came out to be the most important Moment of Truth.

In line with our vision and purpose, keeping health and customer centricity at its core, we have initiated the below measures to promote healthy living.

Chronic care management:We have Health Coaches to provide chronic care service for customers with Diabetes, Asthma, Hypertension & Hyperlipidemia. Our Health Coaches are the One Point contact for the customer and facilitate in arranging a doctor’s appointment, delivery of medicines, laboratory services, physiotherapy sessions at the customer’s residence. Personalized diet plan according to the customer’s health history is created to improve the customer’s overall health.

Our website has been enabled to allow the customers to request cashless services like medicines at home or lab test at home/ lab or doctor’s consultation.

Life style management: For customers who are at borderline for any of the 4 ailments mentioned above, there is a life style call made to advise them on preventive health checks

Board’s Report

24 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

to be undertaken and diet plans to be followed which help in maintaining a healthy life style.

Speciality calls for multiple admissions: For our customers who have been hospitalized for multiple treatments, our Health Coaches get in touch with them and advise them on treatments to be taken to prevent the illness from getting chronic.

Claims Management: We have a best in class Claims team which has been appreciated through various customer testimonials received. Some of the notable achievements for our Claims team are enumerated below:

• Special Recognition by the Jury of Kaizen Institute of India at National Level for case study presented on Six Sigma Project on Reduction in Claims settlement TAT. TAT for Claim settlement reduced from 10 days to 5.9 days by Dec’17.

• More than 40,000 claims have been processed through TPAs for Group Health Policies and more than 2,200 claims have been processed In‑house for Retail Health Policies.

• Process Automation in claims processing has improved operational efficiency.

• Best in Industry NPS for Claims‑ highest touched NPS of 46%.

• ‘Know your policy’ campaign initiated by Claims team for its group clients which has increased awareness of policy benefits with Insured / Employee; which is one of the major factor contributing to high NPS.

• Digital options (website, app login) enabled to service our customers.

ReservesIn view of carried forward losses, the Company has not transferred any amount to the General Reserve.

DividendIn view of carried forward losses, the Directors do not recommend any dividend for the year under review.

Share CapitalThe Authorized Share Capital of the Company is ` 150,00,00,000.

The Issued, Subscribed and Paid up Capital of the Company was ` 132,88,02,020 as on March 31, 2018.

During the FY 2017‑18, following allotments of Equity Shares were made:

Sr. No. Date of Allotment Name of the Shareholder No. of Shares Face Value Amount (`)

1 September 1, 2017 Aditya Birla Capital Limited 1,36,82,927 10/‑ 13,68,29,2702 September 1, 2017 MMI Strategic Investments (Pty) Limited 1,31,46,341 10/‑ 13,14,63,4103 March 28, 2018 Aditya Birla Capital Limited 28,60,976 10/‑ 2,86,09,7604 March 28, 2018 MMI Strategic Investments (Pty) Limited 27,48,780 10/‑ 2,74,87,800

Issue of Equity shares with differential voting rightsDuring the financial year, the Company has not issued equity shares with differential rights.

Admission of Equity Shares with National Securities Depository LimitedDuring the year, the Company’s 2,68,29,268 Equity Shares were admitted in the records of the National Securities Depository Limited (‘NSDL’).

Transfer of Shares/ Change in Nominee ShareholdersDuring the year, the name of the Holding company was changed from Aditya Birla Financial Services Limited to Aditya Birla Capital Limited w.e.f. June 21, 2017. Further, the Company had received request from the Holding company to change its Nominee shareholders as follows:

Sr. No. Name of old Nominee (Folio No.) Name of new Nominee (Folio No.) No. of Shares

1 Mr. Shriram Jagetiya* (009) Ms. Pinky Mehta** (016) 102 Mr. Rajesh K Shah* (010) Mr. Subhro Bhaduri** (017) 103 Mr. Rakesh Gupta* (011) Mr. A. Dhananjaya** (018) 104 Mr. Mahendra Bhandari* (012) Mr. Ajay Kakar** (019) 105 Mr. Nirmal Mehta* (013) Ms. Anjali Makhija** (020) 106 Mr. Niraj Maheshwari* (014) Mr. Mukesh Malik** (021) 10

* Nominees of Aditya Birla Financial Service Limited

** Nominees of Aditya Birla Capital Limited

Public Deposits During the year under review, the Company has not accepted any deposit from the public falling within the ambit of Chapter V (Section 73) of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

Particulars of Loans given, investment made, guarantees given or security provided under Section 186 of the Companies Act, 2013The Company, being Insurance Company, provisions of Section 186 of the Companies Act, 2013, are not applicable. Hence no disclosures have been provided.

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

25

Conservation of Energy & Technology AbsorptionThe provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Insurance Industry. However, the Company has been increasingly using information technology in its operations.

Foreign Exchange earnings and outgoThe details of the foreign exchange earnings and outgo is as follows:

Particulars 2017-18 (Amount in crores)

Foreign Exchange earned ‑Foreign Exchange outgo 1.4

Particulars of EmployeesIn pursuance of the Company’s aspirations to become the most preferred employer in the insurance industry, the Company continued to invest in creating a pool of talent for the growing business needs. The Company’s total workforce stood at 1,391 as at March 31, 2018. Structured initiatives around talent management, learning and development and long term retention plan for talent pool across levels were implemented for skill development to enhance productivity and performance of workforce. As required under the provisions of Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the name and other particulars of the employees are set out in the Annexure to the Board’s Report. The Board’s Report is being sent to the shareholders excluding the Annexure. Any shareholder interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

Material Changes and Commitment affecting Financial Position of the CompanyThere are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2018 and the date of this Board’s report.

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

Employee Stock OptionThe Aditya Birla Capital Limited Employee Stock Option Scheme (the “Scheme 2017”) has been formulated by the Nomination, Remuneration and Compensation Committee of the Board of Directors of Aditya Birla Capital Limited (ABCL), the Holding Company, with an aim to provide competitive remuneration opportunities to its employees and further by way of a separate special resolution, the shareholders of ABCL at their AGM held on July 19, 2017, extended the benefits and coverage of the Scheme 2017 to the employees of ABCL’s Subsidiary Companies.

The Nomination and Remuneration Committee and the Board of Directors of ABHICL had adopted the Scheme 2017 and had approved the extension of benefits of the Scheme 2017 to its permanent employees in the management cadre, including Managing and Whole‑time Directors of the Company. The Scheme 2017 inter‑alia involves the granting of employee stock

options in the form of options (“Options”) and/or Restricted Stock Units (“RSUs”), which will be exercisable into equity shares of ` 10/‑ each of the Holding Company (the “Equity Shares”) in accordance with the terms of the Scheme 2017 and on such terms and conditions as may be fixed or determined by the Board and/or by Aditya Birla Capital Limited in accordance with the SEBI SBEB Regulations or other provisions of the law as may be prevailing at that time.

The approval for extension of benefits of Scheme 2017 as well as the payment of ESOP charge for the allocation of Options and RSU’s as applicable has also been approved by the shareholders of the Company at its EOGM held on August 8, 2017.

Management ReportPursuant to the provisions of Regulation 3 of the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002, the Management Report forms a part of the financial statements.

Corporate GovernanceThe Company is committed to maintain the highest standards of Corporate Governance. The Company has taken structured initiatives towards Corporate Governance and its practices are valued by its stakeholders. The Corporate Governance principles form an integral part of the core values of the Company. A separate report on Corporate Governance is attached separately as Annexure 1.

In compliance with “Guidelines on Corporate Governance for the Insurance Sector” issued by IRDAI, a Compliance Certificate issued by the Compliance Officer is annexed to and forms part of the Corporate Governance Report.

Holding Company/ Joint Ventures/ Associate CompaniesDuring the year under review, a Composite Scheme of Arrangement (“Scheme”) was entered between Aditya Birla Nuvo Limited (“ABNL”), Grasim Industries Limited (“Grasim”) and Aditya Birla Capital Limited (formerly known as Aditya Birla Financial Services Limited) (“ABCL”), a subsidiary of ABNL.

The Scheme was approved by the National Company Law Tribunal bench at Ahmedabad on June 1, 2017. ABNL has been amalgamated with Grasim with effect from July 1, 2017 and accordingly, Grasim became the Holding Company of ABCL. Consequently, the ultimate Holding Company of your Company has been changed from ABNL to Grasim with effect from July 1, 2017.

Further, in accordance with the Scheme of arrangement, the demerger of the Demerged Undertaking (‘the financial services business’) from the Demerged Company (“Grasim Industries Limited”) and subsequent transfer to the Resulting Company (“Aditya Birla Capital Limited”) (formerly known as Aditya Birla Financial Services Limited) comes into effect. Accordingly, ABCL continues to be the Holding Company of your Company.

Statement containing salient features of financial statements of subsidiariesThe Company does not have any subsidiary company.

Board’s Report

26 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Risk Management Framework The Company has Risk Management framework covering procedures to identify, assess and mitigate the various key business risks. The Company has a Risk Management Committee for developing and promoting the risk management culture of the Company. It sets overall risk policies and frameworks for the Company in line with its defined risk strategy and risk tolerance.

The Company endeavors that all material risks can be identified and managed in a timely and structured manner with an objective to achieve sustainable growth. The Risk management approach is developed by taking into account the overall governance, management, reporting process, policies, philosophy, culture & regulatory framework applicable to the Company.

The Company has an Enterprise Risk Management (ERM) framework and policy which includes key components such as Risk identification, Risk assessment, Risk response and risk management strategy, Risk monitoring, communication and reporting to mitigate key risks which are inherent in nature to Company’s activities. The risks of the Company are broadly classified into 8 categories namely Reputation Risk, People Risk, Regulatory Risk, Operational Risk, Investment Risk, Insurance Risk, Strategic Risk and Business Risk. The key business risks identified are approved by the Risk Management Committee and monitored by the Risk Management team thereafter.

The Risk Governance Structure of the Company has 3 lines of Defense mechanism the apex is Board of Director and Risk Management Committee which provide overall oversight and governance direction on Risk strategy and Risk appetite of the Company. The Audit Committee provide assurance through Internal Audit and independent control evaluation. The Risk Management function along with support from various functions of the Company ensures smooth implementation of Risk Management Policy and framework through various mechanism such as risk awareness, self‑assessments, risk monitoring, operational controls etc.

The Company has identified key risk indicators for each risk categories and these are monitored on Monthly as well as on Quarterly basis by Risk Management function. Dashboard of risk movement is presented to Risk Management Committee on Quarterly basis. Operational risks are governed through Enterprise Risk Management Policy and Framework. The Company has initiated a Risk Control Self‑Assessment process to embed the control testing as a part of day to day operations.

The Company has Operational loss framework to document and report any internal loss events which occurs in the Company while execution of various activities throughout its lifecycle.

The Company’s Business Continuity and Disaster Recovery Plan ensure managing risk arising from business interruption having business impact on its operations.

Fraud risk is managed through Fraud Management which is governed by the Anti‑Fraud Policy and is handled internally through an Alert Committee.

Information Security risks will be governed through Information Security policy which provides management direction and

support for information security in accordance with business requirements and relevant laws and regulations so that its information assets are provided comprehensive protection against the consequences of breaches of confidentiality, failures of integrity or interruptions to their availability.

The Company’s Investments Function is governed by the Investment Committee appointed by the Board of Directors. Investment Policy and Operating Guidelines laid down by the Board while ensuring regulatory compliances also provide the framework for management and mitigation of the risks associated with investments. Asset Liability Policy and various ALM strategies are adopted to ensure adequate controls are put in place to mitigate risk related to Asset Liability Management.

Insurance risk identified for the Company are morbidity risk, medical inflation, concentration risk and reinsurance risk. The Company mitigates this risk by adopting various measures such as diversification of business across demography, geographical areas, underwriting policy for appropriate selection of risks, claim review policies, reinsurance arrangement etc.

Strategic risks such as changes in environment, technology, economy and the industry are monitored by the Company through its strategic planning and budgeting process.

The Company manages its capital and solvency margin requirement through capital management policy for its insurance business to hold sufficient capital in order to cover the statutory requirements based on the IRDAI directives.

Contracts and Arrangements with Related PartyRelated Party TransactionsAll the Related Party Transactions that were entered into during the financial year 2017‑18 were on arm’s length basis and were in ordinary course of business except the Extension of Benefits of the Aditya Birla Capital Limited Employee Stock Option Scheme 2017 (The “Scheme 2017”). The ESOP charge on the basis of stock options allocated and the valuation arrived was borne by the Company in proportion of the grant done over the period of vesting as applicable and determined by the Board/ Committee. Therefore, this payment of ESOP charge resulted in a Related Party Transaction between Aditya Birla Health Insurance Co. Limited and Aditya Birla Capital Limited.

Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no transactions to be reported under Section 188(1) of the Companies Act, 2013.

The Board has formulated and adopted a Related Party Transactions Policy (‘Policy’) for the purpose of identification, monitoring and reporting of related party transactions. The Policy is available on the Company’s website at www.adityabirlahealth.com/healthinsurance.

All related party transactions as required under Accounting Standard 18 are reported in Related Party Disclosures under Notes to Financial Statements.

Internal Financial ControlsThe Board of Directors confirms that the Company has laid down set of standards, processes and structure which enables

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

27

to implement Internal Financial controls across the organization with reference to Financial Statements and that such controls are adequate and are operating effectively. During the year under review, no material or serious observation has been observed for inefficiency or inadequacy of such controls.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self‑assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. During the year under review, no material or serious observation has been received from the Auditors of the Company, citing inefficiency or inadequacy of such controls.

Internal Audit Framework The Company received registration from Insurance Regulatory and Development Authority of India on 11th July 2016 and thereafter commenced its health insurance business from October 5, 2016.

The Company had appointed M/s Suresh Surana & Associates, LLP as its Internal Auditor for FY 2017‑18. The Internal Audit Plan was designed to assess and strengthen the operational processes and monitor the efficacy of internal policies and controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the organization’s risk management, control and governance processes. The audit approach verifies compliance with the regulatory, operational and system related procedures and controls.

The process followed by the Company for Internal Audit is as stated below: ‑

a) Establish and communicate the scope and objectives for the audit to appropriate management;

b) Kick off meeting between Auditor and Auditee before commencement of audit;

c) Perform walkthroughs to understand major processes and related sub‑processes along with different interfaces;

d) Communicate data requirements to the auditee;

e) Assess and identify significant risks and perform detailed evaluation of controls over identified risks;

f) Release Issue trackers to the process owners to arrive at agreement over the issue and develop an action plan;

g) Discussions to be held between the auditee and auditor on issue trackers;

h) Once the issues are agreed, incorporate in the presentation format and release draft report to the process owner for consensus;

i) Closure of audit between Auditor and Management wherein issues are clarified and agreement on the associated risk (if any). Also resolution is agreed upon any other issue/concerns;

j) Final Audit Report is released to the concerned stakeholders;

k) Key audit observation along with status of implementation of open audit findings are presented by External auditor to the Audit Committee;

The Internal Auditor ensure the audit findings of the previous reports and recommendations of the Audit Committee are implemented by the concerned department through an Action Taken Report.

Directors’ Responsibility Statement Pursuant to Section 134(5) of the Companies Act 2013, your Directors, to the best of their knowledge and belief confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors As on March 31, 2018, your Board of Directors comprises of 13 (Thirteen) Directors including one CEO & Whole Time Director, 5 (five) Independent Directors including a Woman Director.

During the year, following were the changes in the directorship of the Company:

• Mr. Danie Jacobus Botes (DIN 07550406) resigned as Director w.e.f. June 13, 2017.

• Mr. Risto Sakari Ketola (DIN 07980685) was appointed as Director in casual vacancy w.e.f. November 3, 2017 in place of Mr. Danie Jacobus Botes.

In accordance with the provisions of the Companies Act, 2013, Mr. Ajay Srinivasan and Mr. Devajyoti Bhattacharya shall retire by rotation at the ensuing Annual General Meeting (‘AGM’) of the Company, and being eligible, offers themselves for re‑appointment.

Mr. Risto Sakari Ketola who was appointed as Directors in casual vacancy shall hold office up to the date up to which Mr. Danie Botes would held the office if it had not been vacated. The Company has received notice pursuant to the provisions of Section 160 of the Companies Act, 2013 proposing appointment of aforesaid Directors at the ensuing AGM subject to the approval of Shareholders at the AGM.

Board’s Report

28 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

The Company has also received requisite disclosures and undertakings from all the Directors in compliance with the provisions of the Companies Act, 2013 and the Corporate Governance Guidelines issued by the IRDAI.

A detailed profile of all the Directors seeking appointment at the ensuing Annual General Meeting of the Company is given in the Corporate Governance Report, forming a part of this Annual Report.

None of the Directors of the Company are in receipt of commission from the Holding Company.

The details of the remuneration paid to the Non‑Executive Chairman, Executive and Non‑Executive / Independent Directors of the Company for the year ended March 31, 2018 and the details on number of meetings of the Board of Directors of the Company is provided in detail in the Corporate Governance Report.

Meetings of the Board of DirectorsDuring the year under review 5 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The detailed information about Composition, Meetings  and attendance are provided in the Corporate Governance Report.

Audit CommitteeThe Company has a duly constituted Audit Committee comprising of 5 members consisting of 3 Independent Directors and 2 Non‑Executive Directors. Mr. S. Ravi (an Independent Director & a Practicing Chartered Accountant) is the Chairman of the Audit Committee. Mr. P Vijaya Bhaskar and Mr. C N Ram, Independent Directors and Mr. Ajay Srinivasan and Mr. Louis von Zeuner Non‑Executive Directors, are the members of the Committee.

The composition of the Committee is in conformity with the provision of Section 177 of the Companies Act, 2013 and the Corporate Governance Guideline issued by IRDAI.

The other details about the Committee are provided in the Corporate Governance report.

Nomination and Remuneration CommitteeThe Company has a duly constituted Nomination and Remuneration Committee comprising of 4 members consisting of 2 Independent Directors and 2 Non‑Executive Directors. Ms. Sukanya Kripalu is the Chairperson of the Nomination and Remuneration Committee.

Ms. Sukanya Kripalu and Mr. Mahendren Moodley, Independent Directors and Mr. Ajay Srinivasan and Mr. Asokan Naidu, Non‑Executive Directors, are the members of the Committee.

The composition of the Committee is in conformity with the provision of Section 178 of the Companies Act, 2013.

The other details about the Committee are provided in the Corporate Governance report.

Declaration by Independent DirectorsThe Independent Directors of the Company have given the declarations and confirmed that they met the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013.

Key Managerial PersonnelPursuant to the provisions of the Companies Act, 2013, the following employees were holding the position of Key Managerial Personnel (‘KMP’) of the Company during the FY 2017‑18:

• Mr. Mayank Bathwal, Chief Executive Officer,

• Mr. Shikha Bagai, Chief Finance Officer,

• Mr. Rajiv Joshi, Company Secretary,

There have been no resignations/ removal of the Key Managerial Personnel of the Company during the FY 2017‑18.

Annual Performance EvaluationA formal evaluation mechanism has been adopted for evaluating the performance of the Board, Committees thereof, individual Directors and the Chairman of the Board. The evaluation is based on criteria which includes, among others, providing strategic perspective, Chairmanship of Board and Committees, attendance and preparedness for the meetings, contribution at meetings, effective decision making ability and role of the Committees.

Pursuant to the requirement of the Companies Act, 2013, the annual performance evaluation of the Board, the Directors (Independent and others) individually, Chairperson, as well as applicable Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, Investment Committee, Risk Management Committee, Policyholders Protection Committee, was carried out for FY 2017‑18. The outcome of the said performance evaluation was placed at the Board Meeting held on April 20, 2018. The Committees and the Board as a whole are functioning effectively.

Extract of Annual Return (including Managerial Remuneration)The details on remuneration (sitting fees) paid to the Non‑Executive Directors are disclosed in the Corporate Governance Report and Form MGT‑9, which forms part of the Board’s Report.

Auditors• Statutory Auditors, their Report and Notes to Financial

Statements Appointment of M/s MSKA & Associates (formerly known

as M/s MZSK & Associates), Chartered Accountants (Firm Reg. No: 105047W) and M/s Khimji Kunverji & Co., Chartered Accountants (Firm Reg. No: 105146W) as the Joint Statutory Auditors of the Company for the FY 2018‑19, are due for ratification at the forthcoming Annual General Meeting (‘AGM’).

M/s MSKA & Associates, Chartered Accountants, one of the Joint Statutory Auditors have expressed their inability to continue as the Statutory Auditors due to regulatory limits on the number of insurance audits. M/s Khimji Kunverji & Co., Chartered Accountants who were

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

29

appointed at the 2nd AGM to hold office till the conclusion of the 7th AGM, have expressed their willingness to continue as one of the Joint Statutory Auditors.

In terms of Corporate Governance Guidelines issued by the IRDAI, an insurance company is required to have minimum 2 Joint Statutory Auditors. The Corporate Governance Guidelines also prescribes requisite criteria for eligibility of firms to be appointed as Joint Statutory Auditors of the Company. M/s GBCA & Associates LLP, Chartered Accountants who being eligible have offered themselves to be appointed as one of the Joint Statutory Auditors in place of M/s MSKA & Associates, the retiring auditors for a term of 1 year from conclusion of this AGM till the conclusion of 4th AGM.

The Company has received certificates from M/s  GBCA & Associates LLP, Chartered Accountants and M/s  Khimji  Kunverji & Co., Chartered Accountants confirming their eligibility and willingness for the appointment as the Joint Statutory Auditors pursuant to Section 139 (1) of the Companies Act, 2013 and as per the requirement stipulated by IRDAI.

Accordingly, the Board has, after assessing eligibility, willingness and experience, proposed appointment of M/s GBCA & Associates LLP, Chartered Accountants along with ratification of appointment of M/s Khimji Kunverji & Co., Chartered Accountants as the Joint Statutory Auditors of the Company.

There are no observations made by the Statutory Auditors of the Company in their report hence does not call for any comments.

• Secretarial Auditors Pursuant to Section 204 of the Companies Act, 2013

read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Dilip Bharadiya & Associates, a firm of Company Secretaries in Practice, as its Secretarial Auditor. The Secretarial Audit Report for the financial year 2017‑18 is annexed to this Report.

The Board has duly reviewed the Report of the Secretarial Auditor of the Company. The observations and comments, if any, appearing in the Secretarial Audit Report are self‑explanatory and do not call for any further explanation/ clarification by the Board of Directors under Section 134 of the Companies Act, 2013.

• Cost Auditors The provisions of Cost Audit as prescribed under Section

148 of the Companies Act, 2013 are not applicable to the Company.

• Internal Auditors M/s. Suresh Surana & Associates, LLP were appointed as

the Internal Auditors of the Company for the financial year 2017‑18.

Corporate Social Responsibility The provisions of Corporate Social Responsibility were not applicable to the Company for the FY 2017‑18.

Whistle Blower PolicyThe Company has implemented a Whistle Blower Policy providing a platform to all the employees and Directors to report any suspected or confirmed incident of fraud/ misconduct through any of the determined reporting protocols. More details are provided in the Corporate Governance Report.

Policy on Prevention of Sexual Harassment at WorkplaceThe Company has in place a Policy for Prevention of Sexual Harassment as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressed) Act, 2013.

Secretarial Standards of ICSIPursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on 10th April, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS‑1) and General Meetings (SS‑2) came into effect from 1st July, 2015. Thereafter, Secretarial Standards were revised with effect from 1st October, 2017. The Company is in compliance with the revised SS‑1 and SS‑2.

Accounting MethodImplementation of Indian Accounting Standards (IND AS) converged with International Financial Reporting Standards (IFRS)The IRDAI has, vide its circular dated June 28, 2017, deferred implementation of Ind AS in the Insurance Sector in India for a period of two years and the same shall now be implemented effectively from 2020‑21. However, your Company submits Proforma Ind AS financial statements to the Authority on a quarterly basis as directed under IRDAI circular dated December 30, 2016.

Re-appointment of Independent Director after term of five (5) years by passing of a Special resolutionThe provisions of Section 149(10) of the Companies Act, 2013 read with their relevant rules framed thereunder, does not apply to the Company and as such, reporting requirements as mentioned are not applicable.

Disclosure of receipt of commission by Managing Director or Whole-Time Director from Holding Company or Subsidiary CompanyDuring the year under review, your Company did not pay any commission to Whole‑time Director and as such disclosure requirements as per section 197(14) of the Companies Act, 2013 are not applicable.

Significant and Material Orders Passed by the Regulators/ Courts / TribunalsNo significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Board’s Report

30 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Awards/ Recognitions

During the year, our Company has won the following awards: ‑

• Best digital marketing campaign & Best digital integrated campaign by BBC Knowledge National Digital Marketing Awards

• New Insurance Product of the Year by Global Health Insurance Awards

• Mobile (Bronze) Goafest 2017 – Abby Awards

• Product Innovator of the Year & Rising Star of the Year at 2nd Annual India Insurance Summit & Awards 2017

• Best Health Insurance company of the year by Times Network Present the National Marketing Excellence Awards for Excellence in BFSI Sector

• Innovation of The Year Award 2017” for our Product ‑ (Activ Health) by The Changing Dynamics of Insurance & Awards 2017 by ASSOCHAM India

• Digital Insurance Innovation of the year by World Quality Congress ‑ Global Awards for Excellence in Banking, Finance and Insurance Management

• Best Product Innovation ‑ Health Insurance at Fintelekt ‑ Insurance Awards 2017

• Emerging Brand at 8th CMO Asia Awards for Excellence in Branding & Marketing, Singapore

• Health Insurance Products at 9th Edition of FICCI Healthcare Excellence Awards 2017

• Best Crowd Sourced (User Generated) Content ‑ Silver for #JumpForHealth Campaign at 2nd Edition of E4M Content Marketing Awards

• Hot 50 Brands Award by Paul Writer

Transfer of Amounts to Investor Education and Protection Fund (IEPF)The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

BASIC INFORMATION ABOUT THE COMPANY AND BUSINESS OUTLOOKIRDA LicenseThe Company has received the Certificate of Registration from the Insurance Regulatory and Development Authority of India on July 11, 2016.

The IRDAI vide its Circular dated April 7, 2015 bearing reference number IRDA/F&A/CIR/ GLD/062/04/2015 has pursuant to amendment in Insurance Laws (Amendment) Act, 2015 to Section 3A of the Insurance Act, 1938, discontinued the requirement to apply for Renewal Certificate of Registration (IRDA/R6) on an annual basis. We hereby confirm that the Company has made payment of the annual fees for the financial year 2018‑19 on January 17, 2018 and the certificate of registration which was issued by the IRDAI on July 11, 2016 shall continue to be valid and the same is in force till the Company continues to pay such annual fee as may be prescribed by the Regulations.

Change in name of the CompanyDuring the year under review, there was no change in the name of your Company.

Change in Registered Office AddressDuring the year under review, there was no change in the registered office of your Company.

CORPRATE GOVERNANCE AND SECRETARIAL MATTERS:Committees of BoardFollowing are the Committees of the Board of Directors:

i. Audit Committee;

ii. Policyholders’ Protection Committee;

iii. Nomination & Remuneration Committee;

iv. Risk Management Committee; and

v. Investment Committee.

The detailed description, composition, number of meeting(s) held and attendance of member of respective Committees are mentioned separately in Corporate Governance Report.

a) the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

b) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 preventing and detecting fraud and other irregularities;

c) the Directors have prepared the annual accounts on a going concern basis; and

d) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Policy on Directors’ Appointment and RemunerationIn terms of the requirements under the Companies Act, 2013, The Company has put in place the relevant framework and Nomination and Remuneration Policy.

The appointment and remuneration of Directors of the Company is governed by the provisions of Corporate Governance Guidelines issued by the IRDAI and the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors to the Board. The Committee considers the qualifications, fit & proper status, positive attributes as per the suitability of the role and independent status as may be required of the candidate before such appointment.

The Company has adopted an Executive Remuneration Policy which is designed to attract, retain, and reward talented executives who will contribute to our long‑term success. The salient features of the Remuneration Policy are as follows:

• The main objective of the Policy:

a. Provide for monetary and non‑monetary remuneration elements to our executives on a holistic basis;

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

31

b. Emphasize “Pay for Performance” by aligning incentives with business strategies to reward executives who achieve or exceed Group, business and individual goals.

• The Executive Remuneration Policy applies to the following:

a. Directors of the Company;

b. Key Managerial Personnel: Chief Executive Officer and equivalent, Chief Financial Officer and Company Secretary;

c. Senior Management (as defined in the Companies Act, 2013).

• The Company aims to provide competitive remuneration opportunities to its executives by positioning target total remuneration (including perks and benefits, annual incentive pay‑outs, long term incentive pay‑outs at target performance) and target total cash compensation (including annual incentive pay‑outs) at target performance directionally between median and top quartile of the primary talent market. The Company recognizes the size and scope of the role and the market standing, skills and experience of incumbents while positioning our executives.

• The executives are eligible to participate in the Company’s broad‑based retirement, health and welfare, and other employee benefit plans. In addition to these broad‑based plans, they are eligible for perquisites and benefits plans commensurate with their roles. These benefits are designed to encourage long‑term careers.

Managerial RemunerationThe details on remuneration (sitting fees) paid to the Non‑Executive Directors are disclosed in the Corporate Governance Report. The details on remuneration paid to the Chief Executive Officer are as per MGT‑9 which forms part of the Board’s Report.

POLICIESCustomer Grievance RedressalThe Company has drafted and institutionalized a Grievance Redressal Policy in line with the requirements of IRDAI. The Policy is reviewed annually to ensure compliance to various regulations and to improve customer experience with regards to quick and effective resolution of customer grievances.

The Grievance Redressal Policy has provided various touch points for customers to address their grievances. Each complaint is personally reviewed by Senior Management to ensure a correct and fair resolution is provided to the customer, while ensuring that any product, process, system gaps emanating from these highlighted complaints are corrected.

The Company has a stringent turnaround time for all the complaints received at all touchpoints. The performance of the touch points is rigorously reviewed on a monthly basis to ensure service promise turnaround time have been met. The in‑house Grievance team ensures that all the customers are contacted by them and are given a timely and just resolution. The in‑house Grievance team at times assigns a Company representative to visit the customer to ensure seamless customer experience and redressal of all pending issues.

The Company has in place a Policyholders Protection Committee which meets up on a quarterly basis to review the redressal mechanism, status of complaints and compliance to various statutory norms.

Visits to the IRDAI by our Senior Management is held, where insights gained through such meets are incorporated in various operational processes. This has helped to make our processes more robust and customer friendly which is evident in the awards that we have won for some of our operational processes:

• Excellence award from Quality Circle Forum of India at National level for six sigma project on reduction in refund TAT;

• 3 awards from Quality Circle Forum of India‑ Mumbai region: (2 Silver category awards for efforts in reduction in RTO process and reduction in hospital empanelment TAT and 1 Gold category award for reduction in refund TAT).

OTHER STATUTORY INFORMATIONSolvency MarginThe Directors are pleased to report that the assets of the Company are higher than the liabilities of the Company with a solvency margin at 1.67 times in FY 2017‑18, it is above the minimum solvency margin level of 1.50 times, as specified in Section 64VA of the Insurance Act, 1938 read with the IRDA (Assets, Liabilities, and Solvency Margin of Insurers) Regulations, 2000.

ACKNOWLEDGEMENTSThe Directors are highly grateful for all the help, guidance and support received from the Insurance Regulatory and Development Authority of India, Registrar of Companies, the Auditors M/s Khimji Kunverji & Co., Chartered Accountants and M/s MSKA & Associates, Chartered Accountants, Reinsurers, Policyholders, Shareholders and various channel partners. The Directors would also like to place on record their sincere appreciation for the assiduous efforts and dedicated contributions put in by the employees of the Company at all levels.

By order of the Board of Directorsfor Aditya Birla Health Insurance Co. Limited

Mr. Ajay Srinivasan

Place: Mumbai DirectorDate: July 27, 2018 (DIN 00121181)

Board’s Report

32 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Corporate Governance Report ANNEXURE 1

COMPANY’S CORPORATE GOVERNANCE PHILOSOPHYCorporate Governance is about promoting corporate fairness, transparency, accountability and integrity of the management. The Company is committed to the best practices in the area of Corporate Governance, in letter and in spirit. It believes that Corporate Governance is not merely about complying regulations and procedures but also about establishing an environment of trust and confidence among various stakeholders. As part of its growth strategy, the Company believes in adopting the ‘best practices’ that are followed in the area of Corporate Governance across various geographies.

Since the Company is an unlisted Public Company, the provisions relating to Corporate Governance as mentioned in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’) are not applicable to the Company.

In accordance to the provisions of the Corporate Governance Guidelines issued by the Insurance Regulatory & Development Authority of India (IRDAI), the report containing details of the Corporate Governance systems and processes of the Company for the financial year ended March 31, 2018 is as under:

Board of Directors The composition of the Board of Directors and its Committees is governed by the Companies Act, 2013, Insurance Act and Corporate Governance Guidelines issued by IRDAI. As on March 31, 2018, your Company has 13 Directors on its Board of whom 12 are Non‑Executive Directors. Your Company has 5 Independent Directors. The Chairman of the Board holds a Non‑Executive position. There is 1 Women Director on the Board of Company. The Chairpersons of the Audit Committee, Risk Management Committee and Nomination and Remuneration Committee are Independent Directors. The responsibilities of the Board, inter‑alia, include monitoring of compliance with relevant laws, regulations, code of conduct, formulating various policies of the Company, strategic guidance for implementation of business policy, structure a management information system for review and recourse, define standards for conduct of business, servicing of policyholders, grievance redressal and risk management.

I. Board of Directors (“Board”)TThe Company’s Board comprises of adequate mix of Independent and Non Independent Directors as well as Non‑Executive and Executive Directors.

The Board takes the responsibility to set strategic objectives for the Management and to ensure that the long term interests of all stakeholders are served by adhering to and enforcing the principles of sound Corporate Governance.

The Board members have diverse areas of knowledge and expertise, which is necessary in providing an independent and objective view on business issues and assess them from the stand‑point of the stakeholders of the Company.

Composition of Board and details of DirectorshipsFollowing are the Board of Directors of the Company during the FY 2017‑18.

Name of the Directors Designation1 Mr. Ajay Srinivasan Non‑Executive Director2 Mr. Sushil Agarwal Non‑Executive Director3 Mr. Devajyoti Bhattacharya Non‑Executive Director4 Dr. Ajit Ranade Non‑Executive Director5 Mr. Asokan Naidu Non‑Executive Director6 Mr. Danie Botes1 Non‑Executive Director7 Mr. Risto Sakari Ketola2 Non‑Executive Director8 Mr. Louis Von Zeuner Non‑Executive Director9 Mr. S Ravi Independent Director10 Ms. Sukanya Kripalu Independent Director11 Mr. P Vijaya Bhaskar Independent Director12 Mr. C N Ram Independent Director13 Mr. Mahendren Moodley Independent Director14 Mr. Mayank Bathwal CEO & Whole Time Director

1 Resigned w.e.f. June 30, 2017

2Appointed w.e.f. November 3, 2017

The details of composition of the Board of Directors, their Directorships as on March 31, 2018 is mentioned in Annexure A to this report.

Non-Executive Directors’ compensation and disclosures No remuneration is paid to the Non‑Executive Directors, except the payment of sitting fees to the Independent Directors during the FY 2017‑18 as detailed hereunder.

Name of the Independent Directors Total Sitting Fees Paid (Amount in `)

Mr. S Ravi 3,00,000Ms. Sukanya Kripalu 1,70,000Mr. P Vijaya Bhaskar 3,80,000Mr. C N Ram 4,10,000Mr. Mahendren Moodley 50,000Grand Total 13,10,000

Board MeetingsThe meetings of the Board of Directors are usually held at Mumbai. The Board meets at least once in every quarter to review the Company’s quarterly performance and financial results. As per the statutory requirements under the Companies Act, 2013, the meetings are scheduled in such a manner that not more than one hundred and twenty days intervenes between two consecutive meetings. The Company Secretary receives details on matters which require the approval of the Board/ Board Committees,

Tension neck syndrome (TNS) can occur when the neck and upper shoulders are held in a fixed, awkward position for long periods of time. Alleviate the problem by interspersing long hours at the computer with a few neck exercises

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

33

from various departments of the Company in advance, so that they can be included in the Board/ Board Committee agenda(s). All material information is incorporated in the agenda papers for facilitating meaningful and focused discussions at the meetings. The Company also complies with and follows the secretarial standards for Board and Committee Meetings. As a part of information and agenda papers, following minimum information are provided to the Directors for each meeting:

• Quarterly Performance and Financial results;

• Business review, plans and updates;

• Regulatory updates and compliances;

• Minutes of the previous Board and Committee meetings;

• Any material default, show cause, demand, and penalty notices forming part of compliance report.

Board Meetings and attendance of Directors During FY 2017‑18, the Board of Directors met five times, as follows:

• May 8, 2017;

• August 4, 2017;

• August 8, 2017;

• October 30, 2017;

• January 31, 2018.

The attendance of the Directors at the above Board meetings was as under:

Sr. No. Name of the Directors

Number of Board Meetings

Attendance in the last AGM dated June 2, 2017

Held: 5 Attended

Held : 1 Attended

1 Mr. Ajay Srinivasan 5 Yes2 Mr. Sushil Agarwal 5 Yes 3 Mr. Devajyoti Bhattacharya 4 Yes4 Dr. Ajit Ranade 3 No5 Mr. Asokan Naidu 5 Yes6 Mr. Danie Botes1 1 No7 Mr. Risto Sakari Ketola2 1 Not Applicable8 Mr. Louis Von Zeuner 3 No9 Mr. S Ravi 4 No10 Ms. Sukanya Kripalu 3 No11 Mr. P Vijaya Bhaskar 4 No12 Mr. C N Ram 5 No13 Mr. Mahendren Moodley 1 No14 Mr. Mayank Bathwal 5 Yes1 Resigned w.e.f. June 30, 2017

2 Appointed w.e.f. November 3, 2017

Independent Directors’ MeetingIn accordance with the provisions of Schedule IV of the Companies Act, 2013, a meeting of the Independent Directors of your Company was held on March 27, 2018 without the presence of the Non‑Independent Directors and the members of the management.

Code of ConductThe Company has designed and implemented a Code of Conduct. The code is applicable to the executive officers and all employees of the Company. All have affirmed to the Code as on March 31, 2018.

The code is available on our website, www.adityabirlacapital.com/healthinsurance

II. Board Committees The Board of Directors has constituted various mandatory Committees under the Corporate Governance Guidelines issued by the IRDAI as follows:

1. Audit Committee;

2. Investment Committee;

3. Risk Management Committee;

4. Nomination and Remuneration Committee;

5. Policyholders Protection Committee.

Each of the Board Committee is constituted vide a formal approval of the Board, and each Committee has been endowed with a definite scope of functions and responsibilities. Detailed descriptions of the all the Committees of the Board are as under.

1. Audit CommitteeThe Company has a qualified and independent Audit Committee constituted by the Board of Directors on May 10, 2016 and its composition is in line with the applicable provisions of Section 177 of the Companies Act, 2013 read with IRDAI Corporate Governance Guidelines.

A. Terms of References:The broad terms of reference of the Committee, inter-alia, include the following:

• Oversight of the Company’s financial statements, financial reporting, statement of cash flow and disclosure processes, both on an annual and quarterly basis, to ensure that the financial statements are correct, sufficient and credible;

• Recommending to the Board, the appointment, re‑appointment and, if required, the replacement or removal of the statutory auditor(s), Internal auditor, concurrent auditor and the fixation of audit fees;

• Review and approve Related Party Transactions / Related Party Transaction policy;

• To Review internal financial controls;

• Reviewing the performance of Statutory and Internal Auditors, compliance with the internal control systems and its adequacy;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,

Corporate Governance Report

34 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and review reports submitted by internal audit department;

• Review the functioning of the Whistle Blower mechanism/Vigil Mechanism, in case the same is existing or is implemented at a later date.

B. Composition, Meetings and Attendance:During FY 2017‑18, the Audit Committee met four times, as follows:

• May 8, 2017;

• August 4, 2017;

• October 30, 2017;

• January 31, 2018.

The Composition of the Audit Committee and the attendance of Members at the meetings during FY 2017‑18 were as under:

Sr. No.

Name of Committee Member

Designation / Category

No. of Meetings

Held : 4 Attended1 Mr. Ajay Srinivasan Non‑Executive

Director4

2 Mr. P Vijaya Bhaskar Independent Director 43 Mr. S Ravi Independent Director

(Chairman)4

4 Mr. C N Ram Independent Director 45 Mr. Louis Von Zeuner Non‑Executive

Director2

The Company Secretary acts as the Secretary to the Committee.

All members of the Audit Committee are financially literate and have the necessary accounting and related financial management expertise. The Audit Committee is chaired by an Independent Director.

The Chief Executive Officer, Chief Financial Officer, Appointed Actuary, Statutory Auditors and the Internal Auditors attend each Audit Committee Meeting as invitees.

2. Investment CommitteeThe Investment Committee was constituted by the Board of Directors on July 23, 2016 as per the provisions of the IRDAI (Investments) Regulations, 2000 and IRDAI Corporate Governance Guidelines.

A. Terms of Reference:The broad terms of reference of the Committee, inter‑alia, includes the following:

• Recommend Investment Policy and lay down the operational framework for the investment operations;

• Providing and reviewing the requisite policy and operating guidelines framework for making investments;

• Implementation of the Investment Policy duly approved by the Board;

• Ensuring requisite regulatory compliance;

• Ensuring an optimal return on Funds on the Policyholders and Shareholders Funds consistent with protection, safety and liquidity of such Funds;

• Focus on a prudential Asset Liability Management (ALM) supported by robust internal control system;

• Formulate an effective mechanism for assessment, control and monitoring of credit and market risk;

• Formulate an effective reporting system to ensure compliance with the policy set out by it apart from Internal/Concurrent Audit mechanisms for a sustained and on‑going monitoring of Investment Operations;

• Periodically inform Board about its activities;

• Seek from the investment function any specific details / information about the functional activities;

• Direct the investment function to implement any specific strategy over & above the existing policy for safeguarding the interest of the Policyholder and Shareholder;

• Carrying out any other functions as may be specified by the IRDAI/Board from time to time.

B. Composition, Meetings and Attendance: During FY 2017‑18, the Investment Committee met four times as follows:

• April 21, 2017;

• July 21, 2017;

• October 10, 2017;

• January 15, 2018.

The Composition of the Investment Committee and the attendance of Members at the meetings during FY 2017‑18 were as under:

Sr. No.

Name of Committee Member

Designation / Category

No. of Meetings

Held : 4 Attended1 Mr. Ajay Srinivasan Non‑Executive

Director4

2 Mr. Asokan Naidu1 Non‑Executive Director

3

3 Mr. Risto Sakari Ketola2

Non‑Executive Director

1

4 Mr. Mayank Bathwal Chief Executive officer

4

5 Ms. Shikha Bagai Chief Finance officer 46 Mr. Rajiv Joshi Chief Risk Officer 47 Ms. Anuradha Sriram Appointed Actuary 48 Mr. Dheeraj Agarwal3 Chief Investment

Officer3

1 Member of Committee till October 30, 2017

2 Member of Committee w.e.f. November 3, 2017

3 Member of Committee w.e.f. May 8, 2017

The Company Secretary acts as the Secretary to the Committee.

3. Risk Management Committee The Risk Management Committee was constituted by the Board of Directors on July 23, 2016 to oversee the risk management and compliance activities of the Company in line with the requirements under IRDAI Corporate Governance Guidelines. The Committee is responsible for putting in place an oversight of the Company’s Risk Management Strategy.

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

35

A. Terms of ReferencesThe broad terms of reference of the Committee inter‑alia includes the following:

• Requires management to identify and review with the Committee the major areas of risk facing the business activities of the Company and strategies to manage those risks;

• Reviews, at least annually, the adequacy of and compliance with the policies implemented for the management and control of risk, including investment policies, operational risk, management of risk to reputation, management of outsourcing arrangements and approves changes to the foregoing as appropriate;

• Reviews at least annually and approves changes to policies or programs that provide for the monitoring of compliance with legal and regulatory requirements including legislative compliance management systems;

• Reviews the status of compliance and regulatory reviews and business practice reviews worldwide, including at least annually, compliance with codes of conduct of the Aditya Birla Group;

• Discuss and consider best practices in risk management in the market and advise the respective function;

• Maintain an aggregated view on the risk profile of the Company for all categories of risk including insurance risk, market risk, credit risk, liquidity risk, operational risk, compliance risk, legal risk, reputation risk, etc.

• Reviews procedures for complying with anti‑money laundering and suppression of terrorism laws and regulations worldwide and monitors and reviews the effectiveness and compliance with those procedures.

B. Composition, Meetings and Attendance: During FY 2017‑18, the Risk Management Committee met four times as follows:

• May 8, 2017;

• August 4, 2017;

• November 13, 2017;

• January 31, 2018.

The Composition of the Risk Management Committee and the attendance of Members at the meetings held during FY 2017‑18 were as under:

Sr. No.

Name of Committee Member

Designation / Category

No. of Meetings

Held : 4 Attended1 Mr. Ajay Srinivasan Non‑Executive

Director4

2 Mr. P Vijaya Bhaskar Independent Director (Chairman)

4

3 Mr. C N Ram Independent Director 34 Mr. Mayank Bathwal CEO & Whole Time

Director4

5 Mr. Louis Von Zeuner Non‑Executive Director

2

The Company Secretary acts as the Secretary to the Committee.

4. Nomination and Remuneration Committee The Nomination and Remuneration Committee was constituted by the Board of Directors on May 10, 2016 in line with the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder.

A. Terms of ReferenceThe broad terms of reference of the Committee inter‑alia includes the following:

A. Executive Remuneration: a) The level and composition of remuneration is reasonable

and sufficient to attract, retain and motivate directors and Senior Managers of the quality required to run the Company successfully;

b) The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c) The remuneration provided to directors and Senior Managers includes a balance between fixed and incentive pay reflecting short and long‑term performance objectives appropriate to the working of the Company and its goals.

B. Executive Talent: a) Formulate appropriate policies, institute processes which

enable the identification of individuals who are qualified to become Directors and who may be appointed in senior management and recommend to the Board of Directors their appointment and removal from time to time;

b) Review and Implement succession and development plans for Managing Director, Executive Directors and Senior Managers;

c) Devise a policy on Board diversity;

d) Formulate the criteria for determining qualifications, positive attributes and independence of directors.

C. Board Performance and Rewards a) Establish evaluation criteria and conduct the process of

performance evaluation of each Director in a structured manner;

b) Establish evaluation criteria of Board and Board Committees;

c) Review and make recommendations to the Board with respect to any incentive‑based compensation and equity‑based plans that are subject to Board or shareholder approval (including broad‑based plans).

D. Disclosures a) The Committee shall review and discuss with management

the disclosures required to be included in the Directors report, as specified in the Act and the Rules thereunder..

B. Composition, Meetings and Attendance: During FY 2017‑18, the Nomination and Remuneration Committee members met two times as follows:

• July 17, 2017;

• October 30, 2017.

Corporate Governance Report

36 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

The Composition of Nomination and Remuneration Committee and attendance of Members at the meetings during FY 2017‑18 were as under:

Sr. No.

Name of Committee Member

Designation / Category

No. of Meetings

Held : 2 Attended1 Mr. Ajay Srinivasan Non‑Executive

Director2

2 Mr. Danie Jacobus Botes1

Non‑Executive Director

Not Applicable

3 Ms. Sukanya Kripalu Independent Director (Chairman)

2

4 Mr. Mahendren Moodley

Independent Director ‑

5 Mr. Asokan Naidu2 Non‑Executive Director

Not Applicable

1 Resigned w.e.f. June 30, 2017

2 Member of Committee w.e.f. October 30, 2017

The Company Secretary acts as the Secretary to the Committee

5. Policyholders’ Protection CommitteeIn accordance with the provisions of Corporate Governance Guidelines issued by the IRDAI, the Board has constituted the “Policyholders Protection Committee” on July 23, 2016 to address various compliance issues relating to protection of the interests of policyholders.

A. Terms of ReferenceThe broad terms of reference of the Committee inter-alia includes the following:

a) Adopt standard operating procedures to treat the customer fairly including time‑frames for policy and claims servicing parameters and monitoring implementation thereof;

b) Establish effective mechanism to address complaints and grievances of policyholders including mis‑selling by intermediaries;

c) Put in place a framework for review of awards given by Insurance Ombudsman/Consumer Forums. Analyze the root cause of customer complaints, identify market conduct issues and advise the management appropriately about rectifying systemic issues, if any;

d) Review all the awards given by Insurance Ombudsman/Consumer Forums remaining unimplemented for more than three (3) months with reasons therefor and report the same to the Board for initiating necessary remedial action;

e) Review the measures and take steps to reduce customer complaints at periodic intervals;

f) Ensure compliance with the statutory requirements as laid down in the regulatory framework;

g) Ensure adequacy of disclosure of “material information” to the policyholders. These disclosures shall comply with the requirements laid down by the Authority both at the point of sale and at periodic intervals;

h) Provide details of grievances at periodic intervals in such formats as may be prescribed by the Authority;

i) Ensure that details of insurance ombudsmen are provided to the Policyholders;

j) Review of Claims Report, including status of Outstanding Claims with ageing of outstanding claims;

k) Reviewing Repudiated claims with analysis of reasons;

l) Review of unclaimed amounts of Policyholders, as required under the Circulars and guidelines issued by the Authority;

m) Recommend a policy on customer education for approval of the Board and ensure proper implementation of the same.

B. Composition, Meetings and Attendance: During the FY 2017‑18, the Policyholders Protection Committee met three as follows:

• July 21, 2017;

• October 10, 2017;

• January 15, 2018.

The Composition of the Policyholders Protection Committee and the attendance of Members at the meeting during FY 2017‑18 were as under:

Sr. No.

Name of Committee Member

Designation / Category

No. of Meetings

Held : 3 Attended1 Mr. Ajay Srinivasan Non‑Executive

Director3

2 Mr. Asokan Naidu Non‑Executive Director

3

5 Mr. Mayank Bathwal CEO & Whole time Director

3

The Company Secretary acts as the Secretary to the Committee.

III. Subsidiary CompanyThe Company does not have any subsidiary company.

IV. Key Managerial Personnel (‘KMP’) In Compliance with the requirement of the Companies Act, 2013 and Corporate Governance Guidelines, the Company has appointed following Key Managerial Personnel:

Sr. No.

Name of Committee Member Designation / Category

1 Mr. Mayank Bathwal CEO & Whole Time Director2 Mr. Rajiv Joshi Head – Legal, Risk, Compliance and

Company Secretary3 Ms. Shikha Bagai Chief Finance Officer4 Ms. Anuradha Sriram Appointed Actuary5 Mr. Srinivas

SubramanianHead – Operations

6 Mr. Amar Joshi Chief Distribution Officer7 Ms. Darshana Shah Chief Marketing Officer 8 Mr. Sanjay Karnatak Head – Information Technology9 Mr. Santanu Banerjee Head – HR and Admin10 Mr. Dheeraj Agarwal Chief Investment Officer

LOL100 laughs a day is equal to 10 minutes of exercise! So don’t miss out on any opportunity to laugh.

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

37

V. Compliance OfficerMr. Rajiv Joshi, Company Secretary, is the Chief Compliance Officer of the Company for complying with the requirements of IRDAI regulations.

VI. Secretarial AuditPursuant to the provisions of Section 204 of the Companies Act, 2013 read with rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Dilip Bharadiya & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for FY 2017‑18. The Secretarial Audit Report as required to be provided in the format prescribed in Form MR‑3 forms part of the Annual report.

VII. Disclosures• Disclosures required under IRDAI Corporate Governance

Guidelines The following disclosures required in line with the IRDAI

Corporate Governance Guidelines are disclosed as an annexure to this report.

• Quantitative and qualitative information on the Company‘s financial and operating ratios namely, incurred claim, Commission and expenses ratios

• Actual solvency margin details vis‑à‑vis the required margin

• Financial performance including growth rate and current financial position of the insurer

• Description of the risk management architecture

• Details of number of claims intimated, disposed of and pending with details of duration

• All pecuniary relationships or transactions of the Non‑Executive Directors vis‑à‑vis the insurance company shall be disclosed in the Annual Report

• Elements of remuneration package (including incentives) of CEO & Whole Time Director and all other directors and Key Management Persons

• Payments made to group entities from the Policyholders Funds

• Any other matters which have material impact on the financial position

• Related Party Transactions All the Related Party Transactions were in ordinary course

of business and on arm’s length basis undertaken in accordance with the approved Related Party Transactions Policy. The related party transactions of the Company are quarterly placed and reviewed by the Audit Committee and necessary briefing is also given to the Board. Details of related party transactions entered into by the Company are included in the Notes to the Accounts in the financial statements.

• Remuneration of Directors The Company is currently paying sitting fees to its

Independent Directors. The Company pays remuneration to Mr. Mayank Bathwal, CEO & Whole time Director. The

remuneration payable to the Mr. Bathwal is duly approved by the IRDAI. Other than this, the Company is not paying any kind of remuneration/ commission to its Directors.

The details of sitting fees paid to the Independent Directors have been provided earlier in this Report. The details of remuneration paid to Mr. Mayank Bathwal have been provided in form

None of the Directors of the Company have any holding in the share capital of the Company.

Qualitative:• Information relating to the design and structure of

remuneration process and the key feature and objective of remuneration policy

At the Aditya Birla Group, the Company expects the executive team to foster a culture of growth and entrepreneurial risk‑taking. The Company’s Executive Remuneration Philosophy/Policy supports the design of programs that align executive rewards – including incentive programs, retirement benefit programs, and promotion and advancement opportunities – with the long term success of the stakeholders.

Business and organizational model Aditya Birla Group is a conglomerate and organized in

a manner such that there is sharing of resources and infrastructure. This results in uniformity of business processes and systems thereby promoting synergies and exemplary customer experiences.

I. Objectives of the Executive Remuneration Program The Company executive remuneration program is

designed to attract, retain, and reward talented executives, who will contribute to the long‑term success and thereby build value for the shareholders.

The Company’s executive remuneration program is intended to:

1. Provide for monetary and non‑monetary remuneration elements to the executives on a holistic basis

2. Emphasize “Pay for Performance” by aligning incentives with business strategies to reward executives who achieve or exceed Group, business and individual goals.

II. Covered Executives The Company’s Executive Remuneration Philosophy/

Policy applies to the following:

1. Directors of the Company

2. Key Managerial Personnel: Chief Executive Officer and equivalent (eg: Deputy Managing Director), Chief Financial Officer and Company Secretary.

3. Senior Management

Corporate Governance Report

38 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

Policy for appointment and remuneration Appointment Criteria and Qualifications The Nomination and Remuneration Committee (the

“Committee”) shall appoint Directors and individuals in Senior Management according to the process which enable the identification of individual who are qualified to become Directors and who may be appointed in senior management. The Committee while making appointments to the Board assesses the approximate mix of diversity, skills, experience and expertise. The Committee shall consider the benefits of diversity in identifying and recommending persons to Board and shall ensure no member is discriminated on the grounds of religion, race, origin, sexual orientation or any other physical or personal attribute.

III. Business and Talent Competitors The Company benchmarks the executive pay

practices and levels against peer companies in similar industries, geographies and of similar size. In addition, the Company looks at secondary reference (internal and external) benchmarks in order to ensure that pay policies and levels across the Group are broadly equitable and support the Group’s global mobility objectives for executive talent. Secondary reference points bring to the table, the executive pay practices and pay levels in other markets and industries, to appreciate the differences in levels and medium of pay and build in as appropriate for decision making.

IV. Executive Pay Positioning The Company aim to provide competitive

remuneration opportunities to the executives by positioning target total remuneration (including perks and benefits, annual incentive pay‑outs, long term incentive payouts at target performance) and target total cash compensation (including annual incentive pay‑outs) at target performance directionally between median and top quartile of the primary talent market. The Company recognizes the size and scope of the role and the market standing, skills and experience of incumbents while positioning the executives.

The Company uses the secondary market data only as a reference point for determining the types and amount of remuneration while principally believing that target total remuneration packages should reflect the typical cost of comparable executive talent available in the sector.

V. Executive Pay-Mix The Company’s executive pay‑mix aims to strike the

appropriate balance between key components: (i) Fixed Cash compensation (Basic Salary + Allowances) (ii) Annual Incentive Plan (iii) Long‑Term Incentives (iv) Perks and Benefits

Annual Incentive Plan: The Company tied annual incentive plan pay‑outs of

the executives to relevant financial and operational metrics achievement and their individual performance.

The Company annually align the financial and operational metrics with priorities/ focus areas for the business.

Long-Term Incentive: The Company’s Long‑term incentive plans incentivize

stretch performance, link executive remuneration to sustained long term growth and act as a retention and reward tool.

The Company uses stock options as the primary long‑term incentive vehicles for the executives as the Company believes that they best align executive incentives with stockholder interests.

The Company has granted the restricted stock units as a secondary long term incentive vehicles, to motivate and retain the executives.

• Description of the ways in which current and future risks are taken into account in the remuneration processes.

Other Remuneration Elements Each of the executives is subject to an employment

agreement. Each such agreement generally provides for a total remuneration package for the executives including continuity of service across the Group Companies.

The Company limit other remuneration elements, for e.g. Change in Control (CIC) agreements, severance agreements, to instances of compelling business need or competitive rationale and generally do not provide for any tax gross ups for the executives.

Risk and Compliance The Company aim to ensure that the Group’s remuneration

programs do not encourage excessive risk taking. The Company review our remuneration programs for factors such as, remuneration mix overly weighted towards annual incentives, uncapped pay‑outs, unreasonable goals or thresholds, steep pay‑out cliffs at certain performance levels that may encourage short‑term decisions to meet pay‑out thresholds.

Claw back Clause: In an incident of restatement of financial statements,

due to fraud or non‑compliance with any requirement of the Companies Act 2013 and the rules made thereafter, the Company shall recover from our executives, the remuneration received in excess, of what would be payable to him / her as per restatement of financial statements, pertaining to the relevant performance year.

Implementation The Group and Business Centre of Expertise teams will

assist the Nomination & Remuneration Committee in adopting, interpreting and implementing the Executive Remuneration Philosophy/Policy. These services will be established through “arm’s length”, agreements entered into as needs arise in the normal course of business.

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

39

• Description of the ways in which the insurer seeks to link performance during a performance measurement period with levels of remuneration.

Performance Goal Setting The Company aim to ensure that annual incentive plans and

long term incentive plans, the target performance goals shall be achievable and realistic. Threshold performance (the point at which incentive plan is paid out at their minimum, but non‑zero, level) shall reflect a base‑line level of performance, reflecting an estimated 90% probability of achievement. Target performance is the expected level of performance at the beginning of the performance cycle, taking into account all known relevant facts likely to impact measured performance. Maximum performance (the point at which the maximum plan payout is made) shall be based on an exceptional level of achievement, reflecting no more than an estimated 10% probability of achievement.

Quantitative disclosure: The following table sets forth for the period indicated, the

details of qualitative disclosure for remuneration of MD & CEO:

Particulars As on March 31, 2018

Number of meetings held by the NRC during the financial year

2

Remuneration (Setting fees) paid to its members during the financial year (in `)

20,000

Number of MD/ CEO/ WTDs having received a variable remuneration award during the financial year.

NA

Number and total amount of sign on awards made during the financial year

NA

Details of guaranteed bonus, if any, paid as joining/ sign on bonus Breakup of amount of remuneration awarded for the financial year (in `)

NA

Fixed 1,77,86,811Variable Pay* 98,04,564

Deferred ‑Non Deferred ‑

Share‑ Linked instruments*‑ Employee Stock Option Plan (in no.’s) 1,59,067

Particulars As on March 31, 2018

‑ Restricted Stock Units (in no.’s) 2,500Total amount of outstanding deferred remuneration

NA

Cash (in `) NAShares NAOther forms NA

* For the year ended March 31, 2018, variable pay and share‑linked instruments represent amounts paid/options granted during the year FY 2017‑18 as per IRDAI approval.

VIII. Whistle Blower Policy The Company has a Whistle Blower Policy to escalate any issues on integrity/ business issues/ people issues and gender issues. Summary of cases, as and when reported, along with status is placed before the Audit Committee for their review and discussion.

IX. Compliance CertificationThe Compliance team has a repository of all regulatory notifications and compliance requirements which is designed for better governance. The quarterly compliance certificate is taken from relevant function heads based on which the joint certification is submitted by Head Legal, Risk, Compliance and Secretarial, Chief Finance Officer, Appointed Actuary and Chief Executive Officer and consolidated Compliance Certificate is placed before Board and Audit Committee.

Pursuant to applicable laws, the relevant Compliance Checklists, the necessary certificate/s is/ are installed in the System, which is called as Legal & Compliance Management Portal (“LCMP”). This is system automated tool subject to timely regulatory updation made by the concerned functions.

X. Management A detailed Management Report form part of the Annual Report.

SHAREHOLDERS & GENERAL INFORMATION:i) General Body MeetingsThe details of the Annual General Meetings and Extra Ordinary General meetings of the members of the Company are as follows:

Financial Year AGM / EGM Date Time Venue2015 – 2016 EGM May 21, 2015 03.00 p.m. A‑4, Aditya Birla Centre, S.K. Ahire

Marg, Worli, Mumbai – 400030November 04, 2015 03.00 p.m.November 20, 2015 11.00 a.m.January 20, 2016 11.00 a.m.

2016 – 2017 EGM May 20, 2016 11.30 a.m. 18th Floor, Tower‑1, One India bulls Centre, Jupiter Mill Compound, 841, S.B. Marg, Elphinstone Road, Mumbai 400 013

1st AGM July 23, 2016 10.00 a.m.

2017 – 2018 2nd AGM June 2, 2017 10.30 a.m. 10/A, Romell Tech‑ Park, Bldg. No. 2, 10th Floor, Nirlon Compound, Western Express Highway, Goregaon East, Mumbai ‑ 400063

EGM August 9, 2017 02:00 p.m. 18th Floor, Tower‑1, One India bulls Centre, Jupiter Mill Compound, 841, S.B. Marg, Elphinstone Road, Mumbai 400 013

Corporate Governance Report

40 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

iii) Means of Communication As per the IRDAI guidelines on public disclosures, the insurance companies are required to disclose their financials (Balance Sheet, Profit & Loss Account, Revenue Account and Key Analytical Ratios) by newspaper publication and host the same on their websites within stipulated timelines.

Accordingly, the disclosures are hosted on the Company’s website www.adityabirlacapital.com/healthinsurance and adequate steps have been taken to ensure publication of requisite disclosure in newspapers.

iv) Details of Directors seeking Re-appointment/ Appointment at the 3rd Annual General Meeting In accordance with the provisions of Companies Act, 2013 and Article of Association of the Company, Mr. Ajay Srinivasan (Director) and Mr. Devajyoti Bhattacharya (Director) will retire

by rotation at the ensuring Annual General Meeting and being eligible, has offered himself for re‑appointment. A brief profile of Mr. Ajay Srinivasan and Mr. Devajyoti Bhattacharya are part of Annexure A to this report.

Reporting under IRDAI Corporate Governance Guidelines A detailed report on status of compliance with the Corporate Governance Guidelines is filed on an annual basis with the IRDAI.

“Certification for compliance of the Corporate Governance Guidelines”I, Rajiv Joshi, Company Secretary and Head Legal, Risk, Compliance & Secretarial, hereby certify that to the best of my knowledge and information available with me, the Company has complied with the Corporate Governance Guidelines for Insurance Companies as amended from time to time and nothing has been concealed or suppressed.

for Aditya Birla Health Insurance Co. Limited

Place: Mumbai Rajiv Joshi

Date: July 27, 2018 Head – Legal, Risk, Compliance & Secretarial

ii) Shareholder Information

Date, Time and Venue of the 3rd Annual General Meeting July 27, 2018 at 5.30 p.m.

Board Room, 18th floor, One Indiabulls Centre Tower 1, Jupiter Mill Compound, 841, S. B. Marg, Elphinstone Road, Mumbai ‑ 400 013

Financial Year 2017‑18Registrar and Transfer Agents Link Intime India Pvt LimitedRegistration no. of the Company as per Companies Act with the Registrar of Companies

263677

Registration no. of the Company as per Insurance Act with the Insurance Regulatory and Development Authority

153

ISIN INE546U01012Corporate Identification Number (CIN) U66000MH2015PLC263677Permanent Account Number (PAN) AANCA4062GRegistered office/ address for correspondence 10/A, Romell Tech‑ Park, Bldg. No. 2, 10th Floor, Nirlon Compound, Western

Express Highway, Goregaon East, Mumbai ‑ 400063

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

41

DISCLOSURE REQUIREMENTS AS PER GUIDELINES ON CORPORATE GOVERNANCE ISSUED BY THE IRDAI FOR INSURANCE SECTOR

The Corporate Governance Guidelines issued by the IRDAI has prescribed certain mandatory disclosures as follows:

1. Disclosures regarding the Board Governance StructureThese include:

• Number of Board and its Committees’ meetings held during the financial year.

• Details of composition of the Board and the Committees mandated including the names of the Directors, their fields of specialization, status of directorship held, etc.

• Number of meetings held by the Directors and the members of the Committee.

• Details of remuneration paid, if any to the Independent Directors.

The above data has been furnished as a part of the Directors Report and Corporate Governance Report forming part of the Annual Report.

2. Basis, methods and assumptions on which the financial information is prepared and impact of changes, if anyThe basis, methods and assumptions using which the Financial Statements have been prepared have been detailed in financial statements i.e. significant accounting policies and notes forming part of the Financial Statements.

3. Quantitative and qualitative information on the Company’s financial and operating ratios namely, incurred claim, Commission and expenses ratios Information, both quantitative and qualitative, on the insurer’s financial and operating ratios have been submitted in the financial section of the Annual Report.

4. Actual solvency margin details vis-à-vis the required margin The details of the solvency ratio are as below:

Particulars FY 2017-18 FY 2016-17

Actual Solvency Ratio 2.88 1.67Required Solvency Ratio 1.5 1.5

5. Financial performance including growth rate and current financial position of the insurerA detailed analysis of the financial performance of the Company including current financial position has been furnished in Management Discussion and Analysis section of the Annual Report.

6. Description of the Risk Management ArchitectureThe Risk Management Architecture of the Company has been detailed under the Enterprise Risk Management section of the Annual Report.

7. Details of number of claims intimated, disposed of and pending with details of duration The claims settlement experience for the Company during FY 2017‑18 is as follows:

ParticularsNo. of Claims (as at March

31, 2017)

No. of Claims (as at March

31, 2018)No. of Claims Outstanding at the beginning of the year

0 1,034

No. of Claims Intimated/ reported during the year

3722 44,428

No. of Claims Settled during the year 2419 38,929

No. of Claims Repudiated during the year 131 3,367

No. of Claims Outstanding at the end of Year

1034 3,166

Details of duration of outstanding claims

Less than 3 months 1026 3153

3 months and less than 6 months (Pending due to non‑receipt of the required documents from the customer)

8* 13

6 months and less than 1 year 0 0

1 year and above 0 0

Total 1034 3166

*Pending due to non‑receipt of the requisite documents from the customer.

8. All pecuniary relationships or transactions of Non-Executive DirectorsThe Company’s Non‑Executive Directors and Independent Directors do not have any pecuniary relationships or transactions with the Company, its Directors or its Senior Management except to the extent and manner as disclosed in the Annual Report.

9. Elements of remuneration package (including incentives) of MD & CEO and all other directors and Key Management PersonsNo remuneration is paid to the Non‑Executive Directors, except the payment of sitting fees to the Independent Directors. The details of sitting fees paid and the elements of remuneration paid to Key Management Persons as per Section 203 of the Companies Act, 2013 is disclosed in Form MGT‑9.

10. All Related Party TransactionsDetails of Related Party Transactions entered into by the Company are included in the ‘Details of related parties and transactions with related parties’ section of the Notes to the Accounts forming part of the financial statements.

11. Any other matters which have material impact on the financial positionDetails of the payments made to group entities from the Policyholders funds by the Company are included in the Notes to the Accounts forming part of the Financial Statements.

12. Any other matters which have material impact on the financial positionThere are no matters which have material impact on the financial position except those disclosed in the financial statements.

Corporate Governance Report

42 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

ANNEXURE A TO THE CORPORATE GOVERNANCE REPORTDetails of the Directors of the Company:

MR. AJAY SRINIVASAN Non-executive Director

QUALIFICATIONBA honours in Economics from St Stephens College, Delhi and MBA from the Indian Institute of Management, Ahmedabad.

BRIEF DETAILSMr. Ajay Srinivasan is Chief Executive ‑ Financial Services at the Aditya Birla Group since July 2007. In this role, Mr. Srinivasan sets the vision and provides strategic direction and leadership to the Group’s financial services business covering several verticals such as life insurance, fund management, private equity, wealth management, retail broking, capital markets based lending, corporate financing, infrastructure finance and general insurance broking. Under his leadership, the financial services business has grown rapidly with a current turnover of USD 1.3 billion, assets under management of USD 20 billion, over 5.6 million customers and a workforce of over 17,500 people.

Before joining the Aditya Birla Group, Mr. Srinivasan was based in Hong Kong as Chief Executive — Fund Management, Prudential Corporation Asia. He oversaw a business that spanned 10 markets, including Japan, with total funds under management of about USD 70 billion, which made it at the time the second largest retail fund manager in Asia. As a member of Prudential Corporation Asia’s Board of Directors, Mr. Srinivasan also oversaw the development of Prudential’s retirement business in Asia.

Prior to joining Prudential, Mr. Srinivasan was managing the India operations of Threadneedle Asset Management as the company’s Deputy Chief Executive Officer and Chief Investment Officer. He has two decades of experience in the financial services industry and a proven track record for building successful businesses.

Mr. Srinivasan is engaged with several bodies, including the Financial Planning Standards Board, the CII Committee on Financial Sector Reforms, the CII Committee on Insurance and Pensions and the FICCI Committee on Insurance, the CII Committee on Financial Inclusion. He is also a member of the Advisory Board of the City of London.

STATUS OF DIRECTORSHIPAditya Birla Housing Finance Limited Aditya Birla Finance Limited Aditya Birla Management Corporation Private Limited Aditya Birla PE Advisors Private Limited Aditya Birla Sun Life Insurance Company LimitedAditya Birla Sun Life AMC LimitedAditya Birla MyUniverse LimitedPride India

MR. SUSHIL AGARWALNon-Executive Director

QUALIFICATIONM. Com and Chartered Accountant

BRIEF DETAILSMr. Sushil Agarwal is associated with the Aditya Birla Group since the beginning of his career in 1989 and has a distinction of working closely with the formal Chairman Late Mr. Aditya Vikram Birla and current Chairman Mr. Kumar Mangalam Birla. He has richly contributed in many restructuring, Mergers and Acquisitions initiatives of the group with his widely acknowledged financial acumen and analytical skills.

In recognition of his stellar contribution he was awarded as “Business Leader Corporate CFO’ at the 11th ICAI Awards 2017. He was honoured with the Chairman’s Exceptional Contribution Award in 2000 and Outsourcing Leadership Award in 2014.

In 2013, he was named among India’s best CFOs by Business today in the category ‘Enhancing Competitiveness through M&A”. He has been consistently recognized for excellence by ‘CFO 100’ under the category ‘Winning Edge in Mergers Acquisition and Corporate Finance’ in 2014‑2017 and under category ‘Winning Edge in Strategy’ in 2011.

He has experience of more than 25 years. Ha has rich experience in multi business, multi sector and multicultural exposure including cross border, financial & commercial activities.

STATUS OF DIRECTORSHIPTGS Investment & Trade Private LimitedGreen Acre Agro Services Private LimitedABG Realty and Infrastructure Company Private LimitedAditya Birla Capital LimitedAditya Birla Wellness Private LimitedAditya Birla Online Fashion Private LimitedAzure Jouel Private LimitedAditya Birla Fashion and Retail LimitedBGH EXIM Private LimitedLiving Media India LimitedApplause Entertainment Private LimitedBirla TMT Holdings Private LimitedIGH Holdings Private LimitedB G H Properties Private LimitedInfocyber India Private LimitedBGFL Corporate Finance Private LimitedNaman Finance and Investment Private LimitedGrasim Industries LimitedSurya Abha Investment Pte. Ltd., SingaporeSurya Viniyog Pte. Ltd., SingaporeSurya Kiran Investments Pte. Ltd., SingaporeAbha Investments Pte. Ltd., SingaporeBig Banyan Investments Pte. Ltd., SingaporeBlue Bucks Investments Pte. Ltd., Singapore

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

43

Aditya Birla Financial Services Pte. Ltd., SingaporeSKI Investments Pte. Ltd., SingaporeKiran Investments Pte. Ltd., SingaporeIndigold Carbon Cooperatief U.A., NetherlandsIndigold Carbon (Mauritius) Limited, MauritiusIndigold Carbon USA Inc, DelawareAV Group NB INCBirla Jingwei Fibres Company limited

MR. DEVAJYOTI BHATTACHARYA Non-Executive Director

QUALIFICATIONBachelor of technology degree in mechanical engineering from NIT, Rourkela, and a postgraduate degree in industrial engineering from NITIE, Mumbai.

BRIEF DETAILSMr. Devajyoti Bhattacharya is the Group Executive President and Business Head of Solar Power, E‑commerce and New Ventures of the Aditya Birla Group. Mr. Bhattacharya oversees all future directions for the Group, mergers and acquisitions as well as strategic initiatives of the Group in its existing and new businesses.

Joining as Vice President, Corporate Strategy and Business Development in 1996, Mr. Bhattacharya has played a pivotal role in acquisitions and joint ventures that have significantly broadened the portfolio of the Group.

Mr. Bhattacharya has over 28 years of experience encompassing manufacturing, finance, software and media industries and has had successful stints as an entrepreneur, management consultant and media producer during his career.

Mr. Bhattacharya is passionate about community service ‑ he has worked with Action Aid and supports several social initiatives in India such as Project Crayon, Empowered Mumbai, Vatsalya and Shishu Prem Samaj.

STATUS OF DIRECTORSHIPAditya Birla Aerospace and Defence Private Limited Aditya Birla Solar LimitedAditya Birla Idea Payments Bank LimitedAditya Birla Renewables LtdAditya Birla Online Fashion Private LimitedMail Today Newspapers Private LimitedUniversal Learn Today Private Ltd.T.V. Today Network LimitedLiving Media India Limited

DR. AJIT RANADE Non-Executive Director

QUALIFICATIONBE ‑ IIT Mumbai, MBA ‑ IIM Ahmedabad and Ph. D in Economics ‑ Brown University, USA

BRIEF DETAILSDr. Ajit Ranade is Group Executive President and Chief Economist with the Aditya Birla Group. Ranade was earlier with ABN Amro Bank. He was a member of the Capital Account Convertibility Committee and the FEMA Review committee of the Reserve Bank of India. He was a member of the Governing Council of the Banking Codes and Supervisory Board of India. He is a Member of the National Executive Committee of the Federation of Indian Chambers of Commerce and Industry and a Member of the Economic Policy Council of the Confederation of Indian Industry. He is Chairman of the Research Advisory Panel of the Indian Institute of Banking and Finance. He is Government of India’s nominee on the Governing Board of Economic Research Institute for ASEAN and East Asia (ERIA) based in Jakarta, Indonesia. He is a Director on the Board of India International Exchange. He has served as a member of the Board of Governors of IIT, Bombay. He served as a member on the Board of MCX, India’s largest commodity exchange. He is a board member of the Gokhale Institute of Politics and Economics, and chairs the Academic Council of Meghnad Desai Academy of Economics.

He received the Distinguished Alumnus Award from IIT Bombay in 2009, Scholar of the Year Award from Wadia Trust in 2010, and Dr. Ramchandra Parnerkar Economics Award in 2012. He writes regularly in newspapers on economic, social and political topics. He is a co‑founder and Trustee of the Association for Democratic Reforms, an NGO working in area of electoral and political reforms.

STATUS OF DIRECTORSHIPBSES Rajdhani Power LimitedBSES Yamuna Power LimitedDelhi Power Company LimitedDelhi Transco LimitedIndia International Exchange (IFSC) Limited

MR. ASOKAN NAIDU Non-Executive Director

QUALIFICATIONQualified Chartered Accountant (South Africa) and MBA

BRIEF DETAILSAsokan Naidu started his career as an undergraduate Articled –Clerk, in themed 1980’s, with Peat, Marwick and Mitchell (now KPMG). After qualifying as a Chartered Accountant in 1989, he immediately moved into Commerce and Industry. Over a career that spans in excess of 30 years, Asokan has filled many senior corporate executive roles in diverse industries, including Building Materials manufacturing, Property, Transport, Decorative, Paper Manufacturing and Financial Services.

In 2004, Asokan joined Momentum (now MMI Group Limited) as Group CFO and was appointed CEO of Momentum New Markets in 2008. New Markets was Momentum’s first foray into the mass market in South Africa. In 2011, He relocated to India

Corporate Governance Report

44 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

to set up the Liaison Office, for MMI. He is currently the CEO of Liaison Office and is on the Executive Committee of MMI holdings International Division.

Asokan has also been a Board Member of some large South Africa corporates and has also held various Leadership positions on various Industry and Community organization, including being a Past President of Rotary and a Paul Harris Fellow.

STATUS OF DIRECTORSHIPMMI Business and Technology Solutions Private LimitedAditya Birla Wellness Private Limited

MR. RISTO SAKARI KETOLA Non-Executive Director

QUALIFICATIONFIA, ASSA, CFA, BSC Maths, BSC Stats

BRIEF DETAILSMr. Risto Ketola is Group Chief Financial Officer at MMI Holdings and is mainly responsible for all statutory reporting expected as a regulated entity listed on the Johannesburg Stock Exchange and also oversees the balance sheet management function and capital management activities of the group.

His specialization includes Insurance Analysis, Equity Research, Strategic Consultancy, Derivatives, Asset‑liability Modelling Actuary, Investor Relations and Business Performance Management. Before associating with MMI Holdings, he has worked with Deutsche Bank and Standard Bank.

STATUS OF DIRECTORSHIPMMI Multiply (Pty) LimitedMMI Holdings Namibia LimitedMMI Finance Company (Pty) Limited129 Rivonia Road (Pty) LimitedMMI Group LimitedMMI Holdings LimitedMomentum Wealth (Pty) LimitedMMI Strategic investment (Pty) LimitedMetropolitan Life Limited

MR. S RAVI Independent Director

QUALIFICATIONB.Sc., M.Com, FCA, DISA, Insolvency Resolution Professional (IRP) and Associate member of Association of Certified Fraud Examiners (CFE), USA

BRIEF DETAILSMr. S Ravi is a science graduate and holds a Master’s degree in commerce. He is a Fellow Member of the Institute of Chartered Accountants of India (ICAI) and also holds a Diploma in Information Systems Audit (DISA) from ICAI. He is an Insolvency Resolution Professional registered with the insolvency and bankruptcy Board of India (IBBI) and, also, is an Associate Member of Association of Certified Fraud Examiners, USA.

Mr. S Ravi, is the Promoting and Managing Partner of Ravi Rajan & Co., Chartered Accountants, specialization in the areas of

Business Valuations, Brand valuation, Mergers and Acquisition, Rehabilitation, Restructuring and Turnaround Strategies. His experience includes holding a number of positions on the Board of public sector banks, Financial Institutions, private sector corporates and Asset Management Companies.

Mr. Ravi is member of the Takeover Panel of SEBI. He was also a Chairman/ member of Technical Expert’s Committee for Revival of Punjab & Sind Bank and Working Group formed by Reserve bank of INDIA for preparation of the Draft Government securities regulations within the framework of the Government Securities Bill, 2004.

Mr. Ravi is the Chairman of BSE Ltd.

STATUS OF DIRECTORSHIPBOI Merchant Bankers LimitedUTI Trustee Company Pvt. Ltd.SBI‑SG Global Securities Pvt. Ltd.IDBI BANK LIMITEDBSE LimitedTourism Finance Corporation of India LimitedStar Union Dai‑Ichi Life Insurance Company LimitedSMERA Ratings LimitedSTCI Finance LimitedS Ravi Financial Management Services Pvt Ltd

MR. LOUIS VON ZEUNER Non-Executive Director

QUALIFICATIONBachelor of Economics

BRIEF DETAILSMr. Louis von Zeuner completed 32 years’ service at Absa, during which time he acted in various key executive roles and served as deputy group chief executive officer from 2009 until his retirement on December 31, 2012. He has extensive business experience, including experience in audit, risk and capital matters, particularly in the financial sector.

He currently serves on the boards of a number of companies, including MMI Holdings Limited, Telkom SA Limited, Mahela Boerdery (Pty) Limited, MyPlayers (Pty) Limited, Afgri Limited, Paycorp Investments (Pty) Limited, as well as Cricket South Africa. He has recently been appointed Chairman of the Good Bank at African Bank (post curatorship).

STATUS OF DIRECTORSHIPAfgri LimitedAfgri Holding LimitedPaycorp Investment (Pty) LimitedAfrican Bank Holding LimitedAfrican Bank LimitedMMI Group LimitedTelkom SAMahela Boerdery (Pty) LtdenX Group LtdMMI Holdings LimitedCricket South Africa NPCMomentum Short Term InsuranceLumgisisa lndlela Village (RF) NPC

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

45

LIV Foundation & LIV Equity TrustFairfax Africa Investments Proprietary Limited

MS. SUKANYA KRIPALU Independent Director

QUALIFICATIONGraduate, IIM‑Kolkata

BRIEF DETAILSMs. Sukanya Kripalu is a graduate of St. Xavier’s College, and an alumna of the Indian Institute of Management, Kolkata, with specialization in the fields of marketing, strategy, advertising and market research. Her experience includes working with leading corporates like Nestle India Limited, Cadbury India Limited and Kellogg’s India. She was earlier the CEO of Quadra Advisory and is presently associated with Sukanya Consulting.

STATUS OF DIRECTORSHIPUltra Tech Cement LimitedAditya Birla Fashion and Retail LimitedHuhtamaki PPL Limited

MR. P VIJAYA BHASKAR Independent Director

QUALIFICATIONMasters in Commerce (Finance & Costing) from Bangalore University, CAIIB and PGDBM from NIBM and specialized in Risk Management

BRIEF DETAILSMr. P Vijaya Bhaskar, is an experienced Central Banker with close to 35 years of experience. During his tenure with Reserve Bank of India he has held various senior management positions and was Executive Director for five years before retiring in January 2016. He was also a nominee director of RBI in a major public sector bank. During his stint with Reserve Bank of India he played key roles in formulation of various policies and was member of important domestic and international committees such as –

International Committees:a) Member of the Markets Committee (MC) of BIS, Basel,

Switzerland.

b) Member of Reserve Assets Technical Expert Group (RESTEG) of IMF, Washington.

Do mestic Committees:a) Secretary of the Working Group on Conflicts of Interests in

the Financial Sector.

b) Chairman of the Committee / Working / Expert Groups on:

• Use of Business Correspondents in Financial Inclusion.

• Statutory Audit of banks.

• Financial Benchmarks.

• Training and Skill Development in RBI.

• Investment Advisory Services.

He brings rich experience in the areas of Banking and Non‑Banking Regulation and Supervision, understanding of dynamics in Domestic and International markets, Risk Management in financial markets and various financial products, regulatory environment in India and abroad and global perspective on domestic issues.

Mr. P Vijaya Bhaskar has co‑authored a book entitled “Derivatives Demystified ‑ An Introduction to Risk Management.” As a Faculty in Bankers’ Training College, he specialised in Risk Management and prepared extensive reference material on diverse subjects viz., Asset‑Liability Management, Derivatives (other than credit derivatives); Funds Flow Analysis, Credit Administration, Value at Risk, Time Management, Corporate Governance in Banks, HR issues, etc.

STATUS OF DIRECTORSHIPPaytm Payments Bank LimitedAxis Asset Management Company LimitedMetropolitan Clearing Corporation of India LimitedIIFL Wealth Finance LimitedGMR Hyderabad International Airport Limited

MR. C N RAMIndependent Director

QUALIFICATIONIIT Chennai and IIM Ahmedabad

BRIEF DETAILSMr. C N Ram is an experienced Information Technology professional with deep understanding of the financial services business, information security, payments technologies, manufacturing systems & ERP and the challenges in a startup world. He has won three life‑time awards from prestigious organizations in India for his exemplary performance as CIO in multiple organizations and for innovative use of technology in furthering business goals.

He is founder member of the CIO Angel Network (CAN), India, which funds startups in the Technology space. He acts as an Advisor at Warburg Pincus LLC, India. He is an Independent Director on the Board of NSEIT and Financial Software & Systems Pvt. Ltd.

In 1994, the Housing Development Finance Corp (HDFC) was awarded a license to set up a private sector bank. Mr. Ram joined them as their Head ‑ IT & 3rd employee and spearheaded efforts to become the preferred banking destination for customers who were looking for the most convenient way to conduct their banking operations. There were many firsts to the Bank’s credit, including Mobile banking, on‑line Internet access for retail and wholesale customers, fraud prevention systems and use of data warehouse and Business intelligence for customer insights and credit evaluation. HDFC Bank was recognized time and again as the most technologically advanced amongst its peers, a position that it enjoys even today.

As the first IT employee of Bank of America in India in 1982, he was responsible for all automation projects and for computerization of their branches. Working with worldwide

Corporate Governance Report

46 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

teams, he supervised the transfer of the banking systems to the Global Business Systems of the Bank and its integration with the rest of the organization worldwide. For 3 years from 1991, he led the India Systems Group on an ambitious Retail project (the first for the Bank outside the US) when his team built futuristic applications like home banking, integrated credit card platforms with standard banking applications for assets and liabilities running on mainframes in overseas data centres much before the internet, cloud and CRM systems became available.

In 2008, Mr. Ram and 5 others set up a profit‑oriented social venture called Rural Shores Business Services that created job opportunity for educated youth in villages in India by employing them in BPOs set up in villages. This has created about 3,500 jobs till now through 18 centres in 10 states.

Mr. Ram has been called upon frequently to share his expertise and experience with regulators like the Reserve Bank of India where he has been a member of several of their committees as well as on their own IT Advisory Committee to help them manage their internal systems including NEFT, ACH & RTGS. He has also been an Advisor to the National Depositories and the National Payments Corporation of India. He has also served on the Global Customer Advisory Boards of HP, Sun Microsystems and NCR. He was a member of the Technology Advisory Board of VISA International.

STATUS OF DIRECTORSHIPNSEIT Ltd Financial Software & Systems Pvt Ltd.SBI Funds Management Private Limited

MR. MAHENDREN MOODLEY Independent Director

QUALIFICATIONB Comm. Honours, Post Graduate Degree in Advanced Banking, Chartered Institute of Management Accountants

BRIEF DETAILSMr. Mahendren Moodley is currently the CEO of Ayurveda Investments. He has over 15 years of investment banking experience with Rand Merchant Bank and the wider FirstRand Banking Group. Mr. Mahendren occupied many senior executive roles during his tenor at FirstRand. Roles included that of CFO of FirstRand’s Banking Group Treasury business, Head of RMB’s International Global Markets Business in the UK as well as CEO of RMB and FirstRand Bank in India. Mr. Mahendren has also been a Business Development Director within RMB’s Investment Banking Division and was also the head of the joint venture Private Equity fund between RMB Corvest and FNB Private Equity. He was instrumental in many large profile mergers and acquisitions deals during his tenor at RMB. High profile deals include that of the R5 billion acquisition of Medpro South Africa by Cipla India, the R7.5 billion acquisition of Neotel by Vodafone, the successful joint venture between Momentum Metropolitan and the Aditya Birla Group from India, the R1.5 billion share buyback of Life Healthcare’s shareholding in Joint Medical Holdings by the balance of the JMH shareholders and the R2.5 billion acquisition of the BWG group and Londis by SPAR South Africa to name a few. His last transaction with

RMB was related to the advisory and structuring related work for Spar South Africa’s 44.5 million Swiss Francs acquisition of Spar Switzerland (60% acquisition) During his tenor at RMB (FirstRand), he was a member of RMB’s Main Management board as well as the FirstRand Exco.

Mr. Mahendren has extensive experience in the areas of investment banking, corporate finance and private equity. Mr. Mahendren’s stint at the bank afforded him the opportunity to develop deep insight and experience into formulation of Corporate Strategy and the implementation thereof, sound corporate governance, strategic risk planning, stakeholder management and management of large and diverse fields. Mr. Mahendren has also been a member of many industry bodies locally and abroad.

Mr. Mahendren has been a representative of FirstRand’s at various BRICS business summits and was an active member of the SA/India CEO’s forum. Mr. Mahendren resigned from FirstRand in November 2015 to pursue a lifelong ambition to set up his own Private Equity fund. Mr. Mahendren is currently a major shareholder in Ayurveda Investments – a healthcare centric private equity company. He is also the CEO of the business and plays an active role in the investment process of the business. Mr. Mahendren brings a deep business and political network both locally and abroad and this network has been built over years of experience in one of South Africa’s largest investment banks.

STATUS OF DIRECTORSHIPAyurveda Investment (Founder)Manipal Africa Pty. Ltd.Simbithi Eco Estate Pty. Ltd.

MR. MAYANK BATHWAL Chief Executive Director

QUALIFICATIONCA,CS,ICWA

BRIEF DETAILSMr. Mayank Bathwal is the Chief Executive Officer of the Company. Prior to holding this position, he was Dy. CEO with Birla Sun Life Insurance Company Limited where he partnered with the CEO and the leadership team in managing the affairs of the company. He oversaw the Finance, Planning, IT, Operations, Strategy, Group business and Investment functions and also provided leadership to some very important areas of the Company including Revenue Assurance, Customer Service, Technology enablement and Operational efficiency.

Mr. Mayank has rich experience of nearly 20 years in the industry. He joined the Aditya Birla Group in early 1994 and has worked closely in various units and projects of the group including fertilizer and copper smelting units, financial services business and power projects. He joined Birla Sun Life Insurance in December 1999 as part of the Project team to set up the Life Insurance venture and was looking after the Business Strategy and Planning function prior to taking charge of other Finance Operations of the company.

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

47

Mr. Mayank then moved to take charge as the Chief Financial Officer of Sun Life, Indonesia in June 2006. He moved back to India in June 2007 as CFO at BSLI with the objective of supporting BSLI in its transformational phase after his yearlong successful stint in Indonesia. As the CFO & Head of Institutional Sales in FY 2010‑11, in addition to the Finance operations he also took charge of the Institutional Sales teams which included Bancassurance, Corporate Agency & Broking channels of BSLI.

Mr. Mayank was felicitated at Annual CFO100 Roll of Honour (for the years 2012 and 2013) for his exceptional contribution to the area of Corporate Finance. Mr. Mayank is also a member of CII CFO/Tax Committee and ICC Expert committee on Banking, Finance and Insurance.

STATUS OF DIRECTORSHIPAditya Birla Wellness Private Limited

Corporate Governance Report

48 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on March 31, 2018Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

1 REGISTRATION & OTHER DETAILS:CIN U66000MH2015PLC263677Registration Date April 22, 2015Name of the Company Aditya Birla Health Insurance Co. LimitedCategory/ Sub‑category of the Company Public Company ‑ Limited by Shares (Standalone Health Insurance Company)Address of the Registered office & contact details

10/A, Romell Tech‑ Park, Bldg. No. 2, 10th Floor, Nirlon Compound, Western Express Highway, Goregaon East, Mumbai 400063. Contact Number: +91 22 62288746 Email Id: [email protected]

Whether listed company NoName, Address & contact details of the Registrar & Transfer Agent, if any.

Link Intime India Pvt Ltd

C‑13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup(w), Mumbai 400078. Contact Person Name: Ms. Avani Ghate Contact Number: 7498979128 Email Id: [email protected]

2 PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated

Name & Description of main products/ services NIC Code of the Product/ service % to total turnover of the companyNon life Insurance (Health insurance) 6512 (sub‑class 65120) 100%

3 PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Name & Address of the Company CIN/ GLN Holding/ Subsidiary/ Associate

% of Shares Held

Applicable Section

Name: Aditya Birla Capital Limited (ABCL) [Formaly known as “Aditya Birla Financial Services Limited” (ABFSL)]

Address: Indian Rayon Compound, Veraval‑362266, Gujarat.

U67120GJ2007PLC058890 Holding Company 51% 2(46)

4 SHAREHOLDING PATTERN(i) Equity Share capital Break up as % to total Equity)

Category of ShareholdersNo. of Shares held at the beginning of the year

(April 1, 2017)Demat Physical Total % of Total Shares

A. Promoters(1) Indian a) Individual/ HUF ‑ ‑ ‑ ‑ b) Central Govt. or State Govt. ‑ ‑ ‑ ‑ c) Bodies Corporates 5,12,24,941 60 5,12,25,001 51% d) Bank/FI ‑ ‑ ‑ ‑ e) Any other ‑ ‑ ‑ ‑SUB TOTAL:(A) (1) 5,12,24,941 60 5,12,25,001 51%(2) Foreign a) NRI‑ Individuals ‑ ‑ ‑ ‑ b) Other Individuals ‑ ‑ ‑ ‑ c) Bodies Corp. ‑ 4,92,16,177 4,92,16,177 49% d) Banks/FI ‑ ‑ ‑ ‑ e) Any other… ‑ ‑ ‑ ‑SUB TOTAL (A) (2) - 4,92,16,177 4,92,16,177 49%Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 5,12,24,941 4,92,16,237 10,04,41,178 100%B. Public Shareholding ‑ ‑ ‑ ‑(1) Institutions a) Mutual Funds ‑ ‑ ‑ ‑ b) Banks/FI ‑ ‑ ‑ ‑ c) Cenntral govt ‑ ‑ ‑ ‑ d) State Govt. ‑ ‑ ‑ ‑

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

49

Category of ShareholdersNo. of Shares held at the beginning of the year

(April 1, 2017)Demat Physical Total % of Total Shares

e) Venture Capital Fund ‑ ‑ ‑ ‑ f Insurance Companies ‑ ‑ ‑ ‑ g) FIIS ‑ ‑ ‑ ‑ h) Foreign Venture Capital Funds ‑ ‑ ‑ ‑ i) Others (specify) ‑ ‑ ‑ ‑SUB TOTAL (B)(1): - - - -(2) Non Institutions a) Bodies corporates ‑ ‑ ‑ ‑ i) Indian ‑ ‑ ‑ ‑ ii) Overseas ‑ ‑ ‑ ‑ b) Individuals ‑ ‑ ‑ ‑ i) Individual shareholders holding nominal share capital upto

` 1 lakhs‑ ‑ ‑ ‑

ii) Individuals shareholders holding nominal share capital in excess of ` 1 lakhs

‑ ‑ ‑ ‑

c) Others (specify) ‑ ‑ ‑ ‑SUB TOTAL (B)(2): - - - -Total Public Shareholding (B)= (B)(1)+(B)(2) - - - -C. Shares held by Custodian for GDRs & ADRs ‑ ‑ ‑ ‑Grand Total (A+B+C) 5,12,24,941 4,92,16,237 10,04,41,178 100%

Category of ShareholdersNo. of Shares held at the end of the year

(March 31, 2018) % change during the year

Demat Physical Total % of Total SharesA. Promoters(1) Indian ‑ ‑ ‑ ‑ ‑ a) Individual/ HUF ‑ ‑ ‑ ‑ ‑ b) Central Govt. or State Govt. ‑ ‑ ‑ ‑ ‑ c) Bodies Corporates 6,49,07,868 28,61,036 6,77,68,904 51% ‑ d) Bank/FI ‑ ‑ ‑ ‑ ‑ e) Any other SUB TOTAL:(A) (1) 6,49,07,868 28,61,036 6,77,68,904 51% -(2) Foreign a) NRI‑ Individuals ‑ ‑ ‑ ‑ ‑ b) Other Individuals ‑ ‑ ‑ ‑ ‑ c) Bodies Corp. ‑ 6,51,11,298 6,51,11,298 49% ‑ d) Banks/FI ‑ ‑ ‑ ‑ ‑ e) Any other… ‑ ‑ ‑ ‑ ‑SUB TOTAL (A) (2) 6,49,07,868 6,51,11,298 6,51,11,298 49% -Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 6,49,07,868 6,79,72,334 13,28,80,202 100% -B. Public Shareholding ‑ ‑ ‑ ‑ ‑(1) Institutions a) Mutual Funds ‑ ‑ ‑ ‑ b) Banks/FI ‑ ‑ ‑ ‑ c) Cenntral govt ‑ ‑ ‑ ‑ d) State Govt. ‑ ‑ ‑ ‑ e) Venture Capital Fund ‑ ‑ ‑ ‑ f Insurance Companies ‑ ‑ ‑ ‑ g) FIIS ‑ ‑ ‑ ‑ h) Foreign Venture Capital Funds ‑ ‑ ‑ ‑ i) Others (specify) ‑ ‑ ‑ ‑SUB TOTAL (B)(1): ‑ ‑ ‑ ‑(2) Non Institutions a) Bodies corporates ‑ ‑ ‑ ‑ i) Indian ‑ ‑ ‑ ‑ ii) Overseas ‑ ‑ ‑ ‑ b) Individuals ‑ ‑ ‑ ‑ i) Individual shareholders holding nominal

share capital upto ` 1 lakhs‑ ‑ ‑ ‑

ii) Individuals shareholders holding nominal share capital in excess of ` 1 lakhs

‑ ‑ ‑ ‑

c) Others (specify) ‑ ‑ ‑ ‑SUB TOTAL (B)(2): ‑ ‑ ‑ ‑Total Public Shareholding (B)= (B)(1)+(B)(2) - - - -C. Shares held by Custodian for GDRs & ADRs ‑ ‑ ‑ ‑Grand Total (A+B+C) 6,49,07,868 6,79,72,334 13,28,80,202 100% -

Corporate Governance Report

50 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

(ii) Share Holding of Promoters

Sr. No. Shareholders Name

Shareholding at the begginning of the year (April 1, 2017)

No of shares % of total shares of the company

% of shares pledged encumbered to total shares

1 Aditya Birla Financial Services Limited (ABCL) 5,12,24,941

51%

‑2 Mr. Shriram Jagetiya (Nominee of ABFSL) 10 ‑3 Mr. Rajesh K. Shah (Nominee of ABFSL) 10 ‑4 Mr. Rakesh Gupta (Nominee of ABFSL) 10 ‑5 Mr. Mahendra Bhandari (Nominee of ABFSL) 10 ‑6 Mr. Nirmal Mehta (Nominee of ABFSL) 10 ‑7 Mr. Niraj Maheshwari (Nominee of ABFSL) 10 ‑8 MMI Strategic Investments (Pty) Limited 4,92,16,177 49% ‑

Total 10,04,41,178 100% -

Sr. No. Shareholders Name

Shareholding at the end of the year (March 31, 2018) % change in share holding during the yearNo of shares % of total shares

of the company% of shares pledged

encumbered to total shares1 Aditya Birla Capital Limited (ABCL) 6,77,68,904

51%

‑ ‑2 Ms. Pinky Mehta (Nominee of ABCL)* 10 ‑ ‑3 Mr. Subhro Bhaduri (Nominee of ABCL)* 10 ‑ ‑4 Mr. A Dhananjaya (Nominee of ABCL)* 10 ‑ ‑5 Mr. Ajay Kakar (Nominee of ABCL)* 10 ‑ ‑6 Ms. Anjali Makhija (Nominee of ABCL)* 10 ‑ ‑7 Mr. Mukesh Malik (Nominee of ABCL)* 10 ‑ ‑8 MMI Strategic Investments (Pty) Limited 6,51,11,298 49% ‑ ‑

Total 13,28,80,202 100% - -(*Shares held as nominees of Aditya Birla Capital Limited w.e.f. October 30, 2017)

(iii) Change In Promoters’ Shareholding ( Specify If There Is No Change)

Shareholders Name

Share holding at the beginning of the Year (April 1, 2017)

Cumulative Share holding during the year (March 31, 2018)

No. of Shares % of total shares of the company No of shares % of total shares

of the companyAt the beginning of the year 5,12,24,941 51% 5,12,24,941 51%

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)Right Issue ‑ Allotment of Shares to Aditya Birla Capital Limited on September 1, 2017

1,36,82,927 51% 6,49,07,868 51%

Right Issue ‑ Allotment of Shares to Aditya Birla Capital Limited on March 28, 2018

28,60,976 51% 6,77,68,844 51%

At the end of the year 5,12,25,001 51% 6,77,68,844 51%

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sr. No. Shareholders Name

Share holding at the beginning of the Year (April 1, 2017)

Cumulative Share holding during the year (March 31, 2018)

No.of shares % of total shares of the company No of shares % of total shares

of the company‑ ‑ ‑ ‑ ‑

(v) Shareholding of Directors & Key Managerial Personnel

Sr. No. Name of Director and KMP

Share holding at the beginning of the Year (April 1, 2017)

Cumulative Share holding during the year (March 31, 2018)

No.of shares % of total shares of the company No of shares % of total shares

of the companyNil ‑ ‑ ‑ ‑At the beginning of the year ‑ ‑ ‑ ‑At the end of the year ‑ ‑ ‑ ‑

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

51

5 INDEBTEDNESSSecured Loans

excluding deposits (in `)

Unsecured Loans (in `) Deposits (in `)

Total ndebtedness

(in `)Indebtedness at the beginning of the financial yeari. Principal Amount ‑ ‑ ‑ ‑ii. Interest due but not paid ‑ ‑ ‑ ‑iii. Interest accrued but not due ‑ ‑ ‑ ‑Total(i+ii+iii) - - - -Change in Indebtedness during the financial year• Addition ‑ ‑ ‑ ‑

• Reduction ‑ ‑ ‑ ‑Net Change ‑ ‑ ‑ ‑Indebtedness at the end of the financial yeari. Principal Amount ‑ ‑ ‑ ‑ii. Interest due but not paid ‑ ‑ ‑ ‑iii. Interest accrued but not due ‑ ‑ ‑ ‑Total (i+ii+iii) - - - -

6 REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount (INR)

Mr. Mayank Bathwal1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income‑tax Act, 1961 2,75,91,375(b) Value of perquisites u/s 17(2) Income‑tax Act, 1961 32400(c) Profits in lieu of salary under section 17(3) Income‑ tax Act, 1961 ‑

2 Stock Option3 Sweat Equity ‑4 Commission ‑

‑ as % of profit ‑‑ others, specify… ‑

5 Others, please specify ‑Total (A) 2,76,23,775Ceiling as per the Act *

Note: The Provisions/Ceiling relating to payment of Managerial Remuneration under the Companies Act, 2013 are not applicable to the Company since the Company is

an Insurance Company under the provisions of Insurance Act 1938. The appointment of MD & CEO and the payment of remuneration is as per the approval of Insurance

Regulatory and Development Authority of India (IRDAI).

B. Remuneration to other directors:

Sr. No. Particulars of Remuneration

Name of DirectorsTotal

Amount (INR)Mr. S Ravi Ms. Sukanya Kripalu

Mr. P Vijaya Bhaskar Mr. C N Ram Mr. Mahendren

MoodleyIndependent Directors

1 Fee for attending Board and Committee meetings 3,00,000 1,70,000 3,80,000 4,10,000 50,000 13,10,000

2 · Commission ‑ ‑ ‑ ‑ ‑ ‑

3 · Others, please specify ‑ ‑ ‑ ‑ ‑ ‑

Total (1) 3,00,000 1,70,000 3,80,000 4,10,000 50,000 13,10,000

Other Non‑Executive Directors

1 · Fee for attending board committee meetings ‑ ‑ ‑ ‑ ‑ ‑

2 · Commission ‑ ‑ ‑ ‑ ‑ ‑3 · Others, please specify ‑ ‑ ‑ ‑ ‑ ‑

Total (2) - - - - - -Total (B)=(1+2) 3,00,000 1,70,000 3,80,000 4,10,000 50,000 13,10,000Total Managerial Remuneration 3,00,000 1,70,000 3,80,000 4,10,000 50,000 13,10,000Overall Ceiling as per the Act ‑ ‑ ‑ ‑ ‑ ‑

Corporate Governance Report

52 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

C. Remuneration to Key Managerial Personnel other than MD/ MANAGER/ WTD

Sr. No. Particulars of RemunerationKey Managerial Personnel

Mr. Rajiv joshi (Company Secretary)

Ms. Shikha Bagai (Chief Finance Officer)

Total Amount (INR)

1 Gross salary(a) Salary as per provisions contained in section 17(1) of the Income‑tax

Act, 196165,98,370 73,23,580 1,39,21,950

(b) Value of perquisites u/s 17(2) Income‑tax Act, 1961 ‑ ‑ ‑(c) Profits in lieu of salary under section 17(3) Income‑tax Act, 1961 ‑ ‑ ‑

2 Stock Option3 Sweat Equity ‑ ‑ ‑4 Commission ‑ ‑ ‑

‑ as % of profit ‑ ‑ ‑‑ others, specify… ‑ ‑ ‑

5 Others, please specify ‑ ‑ ‑Total 65,98,370 73,23,580 1,39,21,950

7 PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the companies Act Brief description

Details of Penalty/ Punishment/

Compounding fees imposed

Authority [RD/ NCLT/ Court]

Appeal made. If any (give details)

A. Company Penalty ‑ ‑ ‑ ‑ ‑ Punishment ‑ ‑ ‑ ‑ ‑ Compounding ‑ ‑ ‑ ‑ ‑B. Directors Penalty ‑ ‑ ‑ ‑ ‑ Punishment ‑ ‑ ‑ ‑ ‑ Compounding ‑ ‑ ‑ ‑ ‑C. Other Officers In Default Penalty ‑ ‑ ‑ ‑ ‑ Punishment ‑ ‑ ‑ ‑ ‑ Compounding ‑ ‑ ‑ ‑ ‑

By order of the Board of Directorsfor Aditya Birla Health Insurance Co. Limited

Mr. Ajay Srinivasan

Place: Mumbai ChairmanDate: July 27, 2018 (DIN 00121181)

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

53

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2018[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

To,The Members,ADITYA BIRLA HEALTH INSURANCE CO. LIMITEDMumbai

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aditya Birla Health Insurance Co. Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board‑processes and compliance‑mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company as given in Annexure I, during the financial year ended on 31st March, 2018, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye‑laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; to the extent applicable,

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) were not applicable to the Company during the audit period:‑

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”);

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

We have relied on the representations made by the Company and its Officers and report of the Internal Auditors for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

We have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

During the financial year under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non‑Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out generally in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

Corporate Governance Report

54 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

There are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that, during the year under review:

• Board of Directors in the meeting held on 04/08/2017 approved issue of 2,68,29,268 Equity Shares on Rights basis which were duly allotted thereafter.

• The Company has in its Extra Ordinary General Meeting held on 09/08/2017 approved the “Aditya Birla Capital Limited Employee Stock Option Scheme 2017” and extension of benefits to the permanent employees in the management cadre, including Whole‑time Director of the Company within specified limits as provided in the Act.

• Board of Directors in the meeting held on 31/01/2018 approved issue of 56,09,756 Equity Shares on Rights basis which were duly allotted thereafter.

Dilip Bharadiya

Proprietor Place: Mumbai Dilip Bharadiya & Associates Date: April 20, 2018 FCS No.: 7956., C P No.: 6740

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

55

ANNEXURE - I

List of documents verified:1. Memorandum & Articles of Association of the Company.

2. Annual Report for the financial year ended 31st March, 2017.

3. Minutes of the meetings of the Board of Directors, Audit Committee, along with Attendance Register held during the financial year under report.

4. Minutes of General Body Meetings held during the financial year under report.

5. Statutory Registers viz.

‑ Register of Directors & KMP

‑ Register of Directors’ Shareholding

‑ Register of Employee Stock Options

‑ Register of loans, guarantees and security and acquisition made by the Company

‑ Register of Renewed and Duplicate Share Certificate

6. Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings.

7. Declarations received from the Directors of the Company pursuant to the provisions of Section 184 of the Companies Act, 2013.

8. E‑Forms filed by the Company, from time‑to‑time, under applicable provisions of the Companies Act, 2013 and attachments thereof during the financial year under report.

Corporate Governance Report

56 Annual Report 2017-18

Aditya Birla Health Insurance Co. Limited

To,The Members,ADITYA BIRLA HEALTH INSURANCE CO. LIMITED, MUMBAI

Our report of even date is to be read along with this letter,

1) Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3) I have not verified the correctness and appropriateness of financial records and Books of accounts of the Company.

4) Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5) The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6) The Secretarial Audit report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

for Dilip Bharadiya & Associates

Dilip Bharadiya

Proprietor Place: Mumbai Dilip Bharadiya & Associates Date: April 20, 2018 FCS No.: 7956., C P No.: 6740

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

Financial Statements58 Independent Auditors’ Report64 Management Report66 Financial Statements

Aditya Birla Health Insurance Co. Limited

58 Annual Report 2017-18

Independent Auditor’s Report

ToThe Members ofADITYA BIRLA HEALTH INSURANCE Co. LIMITED

REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying Financial Statements of Aditya Birla Health Insurance Co. Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the related Revenue Account (also called the “Policyholders’ Account” or the “Technical Account”) and the Profit and Loss Account (also called the “Shareholders’ Account” or “Non‑Technical Account”) and the Receipts and Payments Account for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the Balance Sheet, the related Revenue Account, the Profit and Loss Account and Receipts and Payments Account of the Company in accordance with the accounting principles generally accepted in India, including the provisions of the Insurance Act, 1938 as amended by the Insurance Laws (Amendment) Act, 2015 (the “Insurance Act”), the Insurance Regulatory and Development Authority Act, 1999 (the “IRDAI Act”), the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (the “IRDAI Financial Statements Regulations”), orders/directions issued by the Insurance Regulatory and Development Authority of India (the “IRDAI”) in this regard, the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, and Companies (Accounting Standards) Amendment Rules, 2016, to the extent applicable.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these Financial Statements based on our audit.

We have taken into account the provisions of the Act and the Rules made there under, the Insurance Act, the IRDAI Act, the

IRDAI Financial Statements Regulations, orders / directions issued by the IRDAI, the accounting standards to the extent applicable and auditing standards and matters which are required to be included in the audit report.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal financial controls relevant to the Company’s preparation and fair presentation of the Financial Statements that gives true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required in accordance with the Insurance Act, the IRDAI Act, the IRDAI Financial Statements Regulations, the orders/directions issued by the IRDAI and the Act to the extent applicable in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, as applicable to the Insurance Companies:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

(ii) in the case of the Revenue Account, of the net surplus for the year ended March 31, 2018;

(iii) in the case of the Profit and Loss Account, of the profit for the year ended March 31, 2018; and

(iv) in the case of the Receipts and Payments Account, of the receipts and payments for the year ended March 31, 2018.

OTHER MATTERS(i) The actuarial valuation of liabilities in respect of Incurred

But Not Reported (IBNR) and Incurred But Not Enough Reported (IBNER) included under claims outstanding and

59

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

Independent Auditor’s Report

Premium Deficiency Reserve creation as at March 31, 2018 has been duly certified by the Appointed Actuary of the Company. The Appointed Actuary has also certified that the assumptions considered for such valuation are in accordance with the guidelines and norms prescribed by the IRDAI and the Institute of Actuaries of India in concurrence with the IRDAI.

(ii) Audit of financial statements for the previous year ended March 31, 2017 as reported in the Financial Statements has been conducted by the then statutory auditors, PYS & Co. LLP vide their report dated May 08, 2017, who expressed an unmodified opinion on those financial statements.

Our opinion is not modified in respect of these matter(s).

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the IRDAI Financial Statements Regulations,

we have issued a separate certificate dated April 20, 2018, certifying the matters specified in paragraphs 3 and 4 of Schedule C to the IRDAI Financial Statements Regulations.

2. As required by the IRDAI Financial Statements Regulations, read with Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of the audit and have found them to be satisfactory;

(b) In our opinion and to the best of our information and according to the explanations given to us, proper books of account as required by law have been kept by the Company, so far as it appears from our examination of those books;

(c) As the Company’s financial accounting system is centralised, no returns for the purposes of our audit are prepared at the branches of the Company;

(d) The Balance Sheet, the Revenue Account, the Profit and Loss Account and the Receipts and Payments Account dealt with by this report are in agreement with the books of account;

(e) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet, the Revenue Account, the Profit and Loss Account and the Receipts and Payments Account dealt with by this report comply with the Accounting Standards referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment

Rules, 2016, to the extent they are not inconsistent with the accounting principles prescribed in the Regulations and orders/directions issued by IRDAI in this regard; and

(f) In our opinion and to the best of our information and according to the explanations given to us, investments have been valued in accordance with the provisions of the Insurance Act, the IRDAI Financial Statements Regulations and/or orders/directions issued by the IRDAI in this regard.

(g) In our opinion and to the best of our information and according to the explanations given to us, the accounting policies selected by the Company are appropriate and are in compliance with the applicable Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016, to the extent they are not inconsistent with the accounting principles as prescribed in the IRDAI Financial Statements Regulations and orders/directions issued by the IRDAI

(h) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(i) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(j) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2018 on its financial position in its financial statements. – Refer Note 2 of Notes to the financial statements

ii. The Company did not have any long‑term contracts including derivative contracts as at March 31, 2018 for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

For Khimji Kunverji & Co. For MSKA & AssociatesChartered Accountants (Formerly Known as ‘MZSK and Associates’)(Firm’s Registration No: 105146W) Chartered Accountants

(Firm’s Registration No: 105047W)

Hasmukh B. Dedhia Deepak RaoPartner Partner(Membership No: F‑033494) (Membership No: 113292)Mumbai, April 20, 2018 Mumbai, April 20, 2018

Aditya Birla Health Insurance Co. Limited

60 Annual Report 2017-18

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT (Referred to in paragraph 2 (i) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the “Act”)

We have audited the internal financial controls over financial reporting of ADITYA BIRLA HEALTH INSURNACE Co. LIMITED (the “Company”) as of March 31, 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

The actuarial valuation of liabilities in respect of Incurred But Not Reported (IBNR) and Incurred But Not Enough Reported (IBNER) included under claims outstanding and Premium Deficiency Reserve creation is required to be certified by the Appointed Actuary as per the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 (the “IRDA Financial Statements Regulations”) and has been relied upon by us, as mentioned in “Other Matter” para of our audit report on the financial statements of the Company as at and for the year ended March 31, 2018. Accordingly, we have not audited the internal financial controls over financial reporting in respect of the valuation and accuracy of the aforesaid actuarial valuation.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act the provisions of the Insurance Act, 1938 as amended by the Insurance Laws (Amendment) Act, 2015, the Insurance Regulatory and Development Authority Act, 1999 (the “IRDA Act”), the IRDA Financial Statements Regulations, orders/directions issued by the Insurance Regulatory and Development Authority of India (the “IRDA”) in this regard.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Stretching is essential for healthy joints. It promotes full range of movement, improves posture and breathing

61

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTINGBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINIONIn our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For Khimji Kunverji & Co. For MSKA & AssociatesChartered Accountants (Formerly Known as ‘MZSK and Associates’)(Firm’s Registration No: 105146W) Chartered Accountants

(Firm’s Registration No: 105047W)

Hasmukh B. Dedhia Deepak RaoPartner Partner(Membership No: F‑033494) (Membership No: 113292)Mumbai, April 20, 2018 Mumbai, April 20, 2018

Independent Auditor’s Report

Aditya Birla Health Insurance Co. Limited

62 Annual Report 2017-18

To, The Board of Directors Aditya Birla Health Insurance Co. Limited R-Tech Park, 10th Floor, Nirlon Complex, Goregaon East, Mumbai - 400063

INDEPENDENT AUDITOR’S CERTIFICATE AS REFERRED TO IN PARAGRAPH 1 UNDER ‘REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS’ FORMING PART OF THE INDEPENDENT AUDITOR’S REPORT DATED APRIL 20, 2018.

1. This certificate is issued to ADITYA BIRLA HEALTH INSURANCE Co LIMITED (the “Company”) in accordance with the terms of engagement letters dated 5th June, 2017 (between MSKA & Associates and the Company) and dated 12th June, 2017 (between Khimji Kunverji & Co. and the Company).

2. This certificate is issued to comply with the provisions of paragraph 3 and 4 of Schedule C of the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations 2002, (“the IRDA Financial Statements Regulations”) read with Regulation 3 of the IRDA Financial Statements Regulations.

MANAGEMENT’S RESPONSIBILITY3. The Company’s Management is responsible for complying

with the provisions of the Insurance Act, 1938 as amended by the Insurance Laws (Amendment) Act, 2015 (the “Insurance Act”), the Insurance Regulatory and Development Authority Act, 1999 (the “IRDA Act”), the IRDA Financial Statements Regulations, orders/directions issued by the Insurance Regulatory and Development Authority of India (the “IRDAI”) which includes the preparation of the Management Report. This includes collecting, collating and validating data and designing, implementing and monitoring of internal controls suitable for ensuring the aforesaid and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.

INDEPENDENT AUDITOR’S RESPONSIBILITY 4. Our responsibility for the purpose of this certificate, is to

provide reasonable assurance on the matters contained in paragraphs 3 and 4 of Schedule C of the IRDA Financial Statements Regulation read with Regulation 3 of the IRDA Financial Statements Regulations.

5. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) and Standards on Auditing issued by the Institute of Chartered Accountants of India (ICAI) in so far as applicable for the purpose of this Certificate. This Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

OPINION7. In accordance with the information and explanations

and representations given to us and to the best of our knowledge and belief and based on our examination of the books of account and other records maintained by the Company for the year ended March 31, 2018, we certify that:

a) We have reviewed the Management Report attached to the financial statements for the year ended March 31, 2018, and on the basis of our review, there is no apparent mistake or material inconsistencies with the financial statements;

b) Based on the Management representations and compliance certificates submitted to the Board of Directors by the officers of the Company charged with compliance and the same being noted by the Board, we certify that the Company has complied with the terms and conditions of registration stipulated by IRDAI;

c) We have verified the cash balances, to the extent considered necessary, and securities relating to the Company’s loans and investments as at March 31, 2018, by actual inspection or on the basis of certificates/confirmations received from the Custodian and/ or Depository Participants appointed by the Company, as the case may be. As at March 31, 2018, the Company does not have reversions and life interests;

d) Based on the Management representation, the Company is not a trustee of any trust; and

Independent Auditors’ Certificate

63

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

e) No part of the assets of the Policyholders’ Funds has been directly or indirectly applied in contravention to the provisions of the Insurance Act, relating to the application and investments of the Policyholders’ Funds.

RESTRICTION ON USE8. This certificate is issued at the request of the Company

solely for use of the Company for inclusion in the annual accounts in order to comply with the provisions of paragraph

For Khimji Kunverji & Co. For MSKA & AssociatesChartered Accountants (Formerly Known as ‘MZSK and Associates’)(Firm’s Registration No: 105146W) Chartered Accountants

(Firm’s Registration No: 105047W)

Hasmukh B. Dedhia Deepak RaoPartner Partner(Membership No: F‑033494) (Membership No: 113292)Mumbai, April 20, 2018 Mumbai, April 20, 2018

3 and 4 of Schedule C of the IRDA Financial Statements Regulations read with Regulation 3 of the IRDA Financial Statements Regulations and is not intended to be and should not be used for any other purpose without our prior consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this Certificate is shown or into whose hands it may come without our prior consent in writing.

Independent Auditors’ Certificate

Aditya Birla Health Insurance Co. Limited

64 Annual Report 2017-18

Management Report

In accordance with Part IV Schedule B of the Insurance Regulatory and Development Authority of India (IRDAI) (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations 2002, the following management report for the year ended 31st March, 2018 is submitted:

1. We confirm the validity of Certificate of Registration granted by the Insurance Regulatory and Development Authority to transact health insurance business.

2. To the best of our knowledge and belief, all the material dues payable to the statutory authorities have been duly paid.

3. We confirm that the shareholding pattern and the transfer of shares during the year ended March 31, 2018 are in accordance with the statutory or regulatory requirements.

4. We declare that funds of holders of policies issued in India have not been directly or indirectly invested outside India.

5. We confirm that the Company has maintained the required solvency margins laid down by Insurance Regulatory and Development Authority.

6. We certify that the all assets of the Company have been reviewed on the date of the Balance Sheet and to the best of our knowledge and belief the assets set forth in the Balance Sheet are shown in the aggregate at amounts not exceeding their realizable or market value under the several headings – “Loans”, “Investments”, “Agents balances”, “Outstanding Premiums”, “Interest, Dividends and Rents outstanding”, “Interest, Dividends and Rents accruing but not due”, “Amounts due from other persons or Bodies carrying on insurance business”, “Sundry Debtors”, “Bills Receivable”, “Cash” and the several items specified under “Other Accounts” except debt securities which are stated at cost/ amortised cost .

7. The Company is exposed to a variety of risks associated with health insurance business such as quality of risks undertaken, fluctuations in value of assets and higher expenses in the initial years of operation. The Company monitors these risks closely and effective remedial action is taken wherever deemed necessary. The Company has, through an appropriate reinsurance program kept its risk exposure at a level commensurate with its capacity.

8. The Company does not have operations outside India.

9. (a) Ageing Analysis of Claims outstanding and the Average Claims settlement period is given below: (` ’000)

ParticularsAs at31st March, 2018 As at 31st March, 2017

Health Personal Accident Total Health Personal Accident Total 0 to 30 days 1,11,121 2,499 1,13,620 36,881 60 36,94131 days to 6 months 7,768 ‑ 7,768 7,013 ‑ 7,0136 months to 1 year ‑ ‑ ‑ ‑ ‑ ‑1 year to 5 years ‑ ‑ ‑ ‑ ‑ ‑5 years and above ‑ ‑ ‑ ‑ ‑ ‑Total 1,18,889 2,499 1,21,388 43,894 60 43,954

*The Company started Insurance Operations in FY 2016‑17, hence details of two years have been provided

(b) Details of average claim settlement timeParticulars 2017-18 2016-17

Overall Average Claims Settlement Period(In Working Days) 7 10

*The Company started Insurance Operations in FY 2016‑17, hence details of two years have been provided

10. Details of payments to individuals, firms, Companies and organizations in which directors are interested during the year ended on March 31, 2018:

S No. Name of the Director Entity in which Director is interested Interested as

Amount of payment during the

FY 2017-18 (` in ‘000)

1 Ajay Srinivasan Aditya Birla Management Corporate Pvt Limited Director 2,8032 Mayank Bathwal, Sushil Agarwal, Asokan Naidu Aditya Birla Wellness Pvt. Ltd. Director 29,6213 Ajay Srinivasan Aditya Birla Sun Life Asset Management

Company Limited (formerly known as ‘Birla Sun Life Asset Management Company Limited)

Director 320

4 Ajay Srinivasan Aditya Birla Sun Life Insurance Company Limited (formerly known as ‘Birla Sun Life Insurance Company Limited’)

Director 8,200

5 C N Ram NSEIT Limited Director 450

65

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

11. We certify that all debt securities and non convertible preference shares are considered as ‘held to maturity’ and accordingly stated at historical cost subject to amortisation of premium or accretion of discount on constant yield to maturity basis in the Revenue Accounts and in the Profit and Loss Account over the period of maturity/holding. All mutual fund investments are valued at net asset value as at balance sheet date. In accordance with the Regulations, any unrealized gains/losses arising due to change in fair value of mutual fund investments or listed equity shares are accounted in “Fair Value Change Account” and carried forward in the balance sheet and is not available for distribution.

12. The Company has adopted a prudent investment policy with emphasis on optimizing return with minimum risk. Investments are managed in consonance with the investment policy laid down by the board from time to time and are within the investment regulation and guidelines of IRDA. The Company has carried out periodic review of the investment portfolio. There are no non‑performing assets as at the end of the financial year.

13. The Management of Aditya Birla Health Insurance Co. Limited certifies that:

i. The financial statements have been prepared in accordance with the applicable provisions of the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002, the Insurance Act, 1938 as amended by Insurance Laws (Amendment) Act, 2015, the Insurance Regulatory and Development Authority Act, 1999, circulars/notifications issued by IRDA from time to time (including Circular No. IRDA/F&A/CIR/

CPM/056/03/2016 dated April 04, 2016), the Accounting Standards (AS) specified under Section 133 of the Companies Act, 2013, to the extent applicable and the relevant provisions of the Companies Act, 2013, and disclosures have been made, wherever the same is required. There is no material departure from the said standards, principles and policies.

ii. The Company has adopted accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the operating profit or loss and of the profit or loss of the company for the year ended on that date.

iii. The Company has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the applicable provisions of the Insurance Act, 1938, (4 of 1938) as amended by Insurance Laws (Amendment) Act, 2015 / Companies Act, 1956, (1 of 1956)/ the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The financial statements of the Company have been prepared on a going concern basis.

v. The Company’s internal audit is conducted by an in‑house audit team and an appointed audit firm. The scope of work of internal audit is commensurate with the size and nature of the Company’s business. The management has ensured that an internal audit system commensurate with the size and nature of business exists and is operating effectively.

For and On behalf of the Board of Directors

Ajay Srinivasan Asokan NaiduChairman DirectorDIN – 00121181 DIN ‑ 07425396

Mayank Bathwal Shikha Bagai Rajiv JoshiCEO and Director Chief Financial Officer Company SecretaryDIN ‑ 06804440

MumbaiApril 20, 2018

Management Report

Aditya Birla Health Insurance Co. Limited

66 Annual Report 2017-18

Revenue Accountfor the year ended 31St March, 2018

IRDAI Registration No.153 Dated 11th July 2016

As per our report of even date attached.

For Khimji Kunverji & Co For MSKA & Associates (Formerly known as ‘MZSK & Associates’)

For and on behalf of Board of Directors of Aditya Birla Health Insurance Co. Limited

Chartered Accountants Chartered AccountantsFirm Registration number: 105146W Firm Registration number: 105047W

Hasmukh B Dedhia Deepak Rao Ajay Srinivasan Asokan Naidu Mayank BathwalPartner Partner Director Director Director(Membership No: F‑033494 ) (Membership No: 113292) DIN‑00121181 DIN‑07425396 DIN‑06804440

Date : 20th April, 2018 Date : 20th April, 2018 Shikha Bagai Rajiv Joshi Anuradha SriramPlace : Mumbai Place : Mumbai Chief Financial Officer Company Secretary Appointed Actuary

(Membership No: 8103)Date : 20th April, 2018Place : Mumbai

(` ’000)

Particulars Schedule Year ended 31st March, 2018

Year ended 31st March, 2017

1 Premiums earned (Net) 1 15,19,812 1,34,830 2 Profit/ Loss on sale/ redemption of investments (net) 8,133 48,432 3 Others 100 ‑ 4 Interest, Dividend & Rent (Gross) 93,078 10,959

Total (A) 16,21,123 1,94,221 1 Claims Incurred (Net) 2 13,53,467 1,66,396 2 Commission 3 1,89,173 32,497 3 Operating Expenses related to Insurance Business 4 20,69,364 8,34,768 4 Premium Deficiency (37,847) 37,847

Total (B) 35,74,157 10,71,508 Operating Loss from miscellaneous business [C= (A - B)] (19,53,034) (8,77,287)

AppropriationsTransfer to Shareholders’ Account (19,53,034) (8,77,287)Transfer to Catastrophe Reserve ‑ ‑ Transfer to Other Reserves ‑ ‑ Total (D) (19,53,034) (8,77,287)Significant Accounting Policies and Notes to the Accounts 16

The Schedules referred to above and the notes to accounts form an integral part of the Financial Statements.

As required by section 40C of the Insurance Act, 1938, we hereby certify that all expenses of management in respect of health insurance business have been fully recognised in the revenue account as expense.

67

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

Profit and Loss Accountfor the year ended 31st march, 2018

IRDAI Registration No.153 Dated 11th July 2016

As per our report of even date attached.

For Khimji Kunverji & Co For MSKA & Associates (Formerly known as ‘MZSK & Associates’)

For and on behalf of Board of Directors of Aditya Birla Health Insurance Co. Limited

Chartered Accountants Chartered AccountantsFirm Registration number: 105146W Firm Registration number: 105047W

Hasmukh B Dedhia Deepak Rao Ajay Srinivasan Asokan Naidu Mayank BathwalPartner Partner Director Director Director(Membership No: F‑033494 ) (Membership No: 113292) DIN‑00121181 DIN‑07425396 DIN‑06804440

Date : 20th April, 2018 Date : 20th April, 2018 Shikha Bagai Rajiv Joshi Anuradha SriramPlace : Mumbai Place : Mumbai Chief Financial Officer Company Secretary Appointed Actuary

(Membership No: 8103)Date : 20th April, 2018Place : Mumbai

(` ’000)

Particulars Schedule Year ended 31st March, 2018

Year ended 31st March, 2017

1 OPERATING LOSS(a) Miscellaneous Insurance (19,53,034) (8,77,287)

2 INCOME FROM INVESTMENTS(a) Interest, Dividend and Rent (Gross) 72,751 13,385

(b) Profit on sale of Investments 5,090 59,939

Less: Loss on sale of Investments (3,086) (785)

3 OTHER INCOME ‑ ‑

Total (A) (18,78,279) (8,04,748)

4 PROVISIONS (OTHER THAN TAXATION) ‑ ‑

5 OTHER EXPENSES(a) Expenses other than those related to Insurance Business 13,955 61,969

(b) Remuneration to director ‑ ‑

Total (B) 13,955 61,969

Loss Before Tax [C = (A-B)] (18,92,234) (8,66,717)

Provision for Taxation ‑ ‑

Loss After Tax (18,92,234) (8,66,717)

Appropriations(a) Interim dividends paid during the year ‑ ‑

(b) Proposed final dividend ‑ ‑

(c) Dividend distribution tax ‑ ‑

(d) Transfer to any Reserves or Other Accounts ‑ ‑

- -

Balance of Loss brought forward from last year (10,18,724) (1,52,007)

Balance carried forward to Balance Sheet (29,10,958) (10,18,724)

Earnings per Share [Nominal value per share ` 10 (31st March, 2017: ` 10 )]- Basic 20 (16.30) (10.22)

- Diluted 20 (16.30) (10.22)

Significant Accounting Policies and Notes to the Accounts 16

As required by section 40C of the Insurance Act, 1938, we hereby certify that all expenses of management in respect of health insurance business have been fully recognised in the revenue account as expense.

The Schedules referred to above and the notes to accounts form an integral part of the Financial Statements.

Revenue Account / Profit and Loss Account

Aditya Birla Health Insurance Co. Limited

68 Annual Report 2017-18

Balance Sheetas At 31st March, 2018

IRDAI Registration No.153 Dated 11th July 2016 (` ’000)

Schedule As at 31st March, 2018

As at 31st March, 2017

SOURCES OF FUNDSShare capital 5 13,28,802 10,04,412

Reserves and surplus 6 24,76,198 14,70,588

Fair value change account ‑ Shareholders ‑ 313

Fair value change account ‑ Policy holders 82 ‑

Borrowings 7 ‑ ‑

Total 38,05,082 24,75,313

APPLICATION OF FUNDSShareholders’ investments 8 7,49,189 15,18,255

Policyholders’ investments 8A 13,51,558 7,70,979

Loans 9 ‑ ‑

Fixed assets 10 4,99,850 2,85,970

Current assets:Cash and bank balances 11 3,01,613 3,63,690

Advances and other assets 12 4,43,002 1,86,202

Sub-total (A) 7,44,615 5,49,892

Current liabilities 13 12,84,815 12,15,146

Provisions 14 11,66,273 4,53,361

Sub-total (B) 24,51,088 16,68,507

Net current assets (C) = (A - B) (17,06,473) (11,18,615)

Miscellaneous expenditure (To the extent not written off or adjusted) 15 ‑ ‑

Debit balance in profit and loss account 29,10,958 10,18,724

Total 38,05,082 24,75,313

Significant Accounting Policies and Notes to the Accounts 16

The Schedules referred to above and the notes to accounts form an integral part of the Financial Statements.

As per our report of even date attached.

For Khimji Kunverji & Co For MSKA & Associates (Formerly known as ‘MZSK & Associates’)

For and on behalf of Board of Directors of Aditya Birla Health Insurance Co. Limited

Chartered Accountants Chartered AccountantsFirm Registration number: 105146W Firm Registration number: 105047W

Hasmukh B Dedhia Deepak Rao Ajay Srinivasan Asokan Naidu Mayank BathwalPartner Partner Director Director Director(Membership No: F‑033494 ) (Membership No: 113292) DIN‑00121181 DIN‑07425396 DIN‑06804440

Date : 20th April, 2018 Date : 20th April, 2018 Shikha Bagai Rajiv Joshi Anuradha SriramPlace : Mumbai Place : Mumbai Chief Financial Officer Company Secretary Appointed Actuary

(Membership No: 8103)Date : 20th April, 2018Place : Mumbai

69

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

Receipt and Payment Accountfor the year ended 31st march, 2018

IRDAI Registration No.153 Dated 11th July 2016

For Khimji Kunverji & Co For MSKA & Associates (Formerly known as ‘MZSK & Associates’)

For and on behalf of Board of Directors of Aditya Birla Health Insurance Co. Limited

Chartered Accountants Chartered AccountantsFirm Registration number: 105146W Firm Registration number: 105047W

Hasmukh B Dedhia Deepak Rao Ajay Srinivasan Asokan Naidu Mayank BathwalPartner Partner Director Director Director(Membership No: F‑033494 ) (Membership No: 113292) DIN‑00121181 DIN‑07425396 DIN‑06804440

Date : 20th April, 2018 Date : 20th April, 2018 Shikha Bagai Rajiv Joshi Anuradha SriramPlace : Mumbai Place : Mumbai Chief Financial Officer Company Secretary Appointed Actuary

(Membership No: 8103)Date : 20th April, 2018Place : Mumbai

(` ’000)

As at 31st March, 2018

As at 31st March, 2017

CASH FLOWS FROM OPERATING ACTIVITIESPremium received from policy holder, including advance receipts, other receipts 21,15,548 12,14,837 Payments to the re‑insurer, net of commission and Claims (1,68,859) 3,337 Payments of claims (12,65,328) (99,493)Payments of commission and brokerage (1,75,819) (23,187)Payments of other operating expenses (19,79,107) (5,51,923)Deposit, advances and staff loans (50,265) (55,278)Income tax paid (Net) ‑ (76)Service Tax / Goods and service tax paid (4,953) (10,630)Other payments (14,682) 24,593 Cash inflows / (outflows) before extraordinary items (15,43,464) 5,02,180 Cash flows from extraordinary operations ‑ ‑

Net cash inflows / (outflows) from operating activities (A) (15,43,464) 5,02,180 CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets (including intangible asset under development and capital advances)

(2,13,880) (2,80,724)

Purchase of investments (7,95,122) (85,32,013)Sale of investments 9,83,378 63,54,498 Rent / Interest / Dividends received 1,77,011 24,344 Net cash flows from investing activities (B) 1,51,387 (24,33,895)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from share capital (including share premium) 13,30,000 22,95,000 Net cash flows from financing activities (C) 13,30,000 22,95,000 Effect of foreign exchange rates on cash and cash equivalents, net ‑ ‑

Net changes in cash and cash equivalents (A+B+C) (62,077) 3,63,285 Cash and cash equivalents at the beginning of the year 3,63,690 405 Cash and cash equivalents at the end of the year (Refer Schedule 11) 3,01,613 3,63,690 Net increase / (decrease) in cash and cash equivalents (62,077) 3,63,285 Cash and cash equivalents comprise (Refer Schedule 11)Balances with banks On current accounts 3,00,540 3,27,712 On Deposits 532 500 Cash on hand 541 35,478 Total cash and bank balances at end of the year 3,01,613 3,63,690

Note :

Cash comprises cash on hand, Current Accounts and deposits with banks. Cash equivalents are short term balances (with an original maturity of three months or less

from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of change in

value.

Balance Sheet /Receipt and Payment Account

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

70 Annual Report 2017-18

SCHEDULE – 1 PREMIUM EARNED [NET] (` ’000)

ParticularsFor the year ended 31st March, 2018 For the year ended 31st March, 2017

Health Personal Accident Total Health Personal Accident Total

Premium from direct business written* 23,03,068 1,28,608 24,31,676 5,30,806 9,618 5,40,424 Add: Premium on reinsurance accepted ‑ ‑ ‑ ‑ ‑ ‑

Less: Premium on reinsurance ceded (1,22,557) (19,343) (1,41,900) (26,541) (1,686) (28,227)Net Premium 21,80,511 1,09,265 22,89,776 5,04,265 7,932 5,12,197 Less: Adjustment for change in reserve for unexpired risks

(7,21,721) (48,243) (7,69,964) (3,70,261) (7,105) (3,77,366)

Total Premium Earned (Net) 14,58,790 61,022 15,19,812 1,34,004 827 1,34,831

* Net of Goods and Service Tax / Service Tax

SCHEDULE – 2 CLAIMS INCURRED [NET] (` ’000)

For the year ended 31st March, 2018 For the year ended 31st March, 2017

Health Personal Accident Total Health Personal Accident Total

Claims paidDirect 12,59,751 5,577 12,65,328 99,488 4 99,492

Add: Re‑insurance accepted ‑ ‑ ‑ ‑ ‑ ‑

Less: Re‑insurance ceded (63,553) (279) (63,832) (4,411) ‑ (4,411)

Net Claims paid 11,96,198 5,298 12,01,496 95,077 4 95,081

Add: Claims outstanding at the end of the year 2,15,008 8,278 2,23,286 69,833 1,482 71,315

Less:Claims outstanding at the beginning of the year

69,833 1,482 71,315 ‑ ‑ ‑

Total Claims Incurred (Net) 13,41,373 12,094 13,53,467 1,64,910 1,486 1,66,396

SCHEDULE – 3 COMMISSION (` ’000)

For the year ended 31st March, 2018 For the year ended 31st March, 2017

Health Personal Accident Total Health Personal Accident Total

Commission paidDirect 1,99,417 3,889 2,03,306 34,240 1,033 35,273

Add: Re‑insurance accepted ‑ ‑ ‑ ‑ ‑ ‑

Less: Commission on Re‑insurance ceded (13,331) (802) (14,133) (2,728) (48) (2,776)

Net Commission 1,86,086 3,087 1,89,173 31,512 985 32,497

Break Up of expenses incurred to procure business:Agents 39,477 58 39,535 2,604 11 2,615

Brokers 1,15,861 3,812 1,19,673 31,445 1,022 32,467

Corporate Agency 1,164 ‑ 1,164 32 ‑ 32

Bank assurance 26,833 19 26,852 159 ‑ 159

Others 16,082 ‑ 16,082 ‑ ‑ ‑

1,99,417 3,889 2,03,306 34,240 1,033 35,273

Think PositivePeople who think positive always have an optimistic view of life that affects

their well being. Optimism can notably

help reduce cardiovascular disease and depression.

Scheduleforming part of financial statements

71Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

SCHEDULE – 4 OPERATING EXPENSES RELATED TO INSURANCE BUSINESS(` ’000)

For the year ended 31st March, 2018 For the year ended 31st March, 2017

Particulars Health Personal Accident Total Health Personal

Accident Total

1 Employees’ remuneration and welfare benefits 10,72,817 68,667 11,41,484 3,88,040 8,937 3,96,977 2 Travel, conveyance and vehicle running expenses 47,825 2,671 50,496 29,920 541 30,461 3 Training expenses 12,912 721 13,633 5,908 107 6,015 4 Rents, rates and taxes 80,568 5,156 85,724 36,276 836 37,112 5 Repairs 5,198 332 5,530 2,788 64 2,852 6 Printing and stationery 24,278 1,228 25,506 3,290 103 3,393 7 Communication 23,310 1,302 24,612 4,515 82 4,597 8 Legal and professional charges 27,997 1,563 29,560 47,857 866 48,723 9 Auditors’ fees, expenses etc ‑ ‑

(a) as auditor 1,805 95 1,900 258 5 263 (b) Certification services 85 5 90 290 5 295 (c) Out of Pocket Expenses 254 14 268 511 9 520

10 Advertisement and publicity 3,33,947 ‑ 3,33,947 2,15,377 ‑ 2,15,377 11 Interest and bank charges 2,144 119 2,263 184 3 187 12 Others

(a) Membership and subscription 2,985 167 3,152 1,666 30 1,696 (b) Loss on Foreign Exchange Fluctuation ‑7 ‑ ‑7 1 ‑ 1 (c) Insurance 779 43 822 185 3 188 (d) Director’s sitting fees 1,295 72 1,367 899 16 915 (e) Miscellaneous expenses 20,066 1,120 21,186 759 14 773 (f) Stamp duty 1,286 72 1,358 762 24 786 (g) Information Technology expenses 21,207 1,072 22,279 7,197 226 7,423 (h) Electricity expense 13,479 682 14,161 4,457 81 4,538 (i) Recruitment charges 28,105 1,569 29,674 20,336 368 20,704 (j) Housekeeping charges 17,928 1,001 18,929 5,306 96 5,402 (k) Data center charges 7,587 423 8,010 1,378 25 1,403 (l) Agent training expenses 2,996 167 3,163 1,464 27 1,491 (m) Wellness expense 19,954 1,114 21,068 1,930 61 1,991 (n) Medical fees 15,421 861 16,282 1,356 25 1,381 (o) Finance charges 194 10 204 ‑ ‑ ‑

(p) Call centre charges 27,024 1,509 28,533 54 1 55 (q) Reward and recognition expenses 26,357 1,472 27,829 ‑ ‑ ‑

(r) Transaction processing services 21,815 1,218 23,033 400 7 407 13 Depreciation 1,07,316 5,992 1,13,308 38,151 690 38,841

19,68,927 1,00,437 20,69,364 8,21,515 13,252 8,34,767

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

72 Annual Report 2017-18

SCHEDULE – 5 SHARE CAPITAL(` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

1 Authorised Capital15,00,00,000 Equity Shares of ` 10 each (31st March,2017: 10,10,00,000 Equity Shares of ` 10 each)

15,00,000 10,10,000

2 Issued Capital13,28,80,202 Equity Shares of ` 10 each (31st March, 2017: 10,04,41,178 Equity Shares of ` 10 each)

13,28,802 10,04,412

3 Subscribed and paid up Capital13,28,80,202 Equity Shares of ` 10 each (31st March, 2017: 10,04,41,178 Equity Shares of ` 10 each)

13,28,802 10,04,412

Total 13,28,802 10,04,412

Of the above, 6,77,68,904 shares (31st March, 2017: 5,12,25,001 shares) are held by the holding company, Aditya Birla Capital Limited (Formerly known as Aditya Birla Financial Services Limited) along with its nominee’s.

SCHEDULE – 5A PATTERN OF SHAREHOLDING [As certified by the Management]

(` ’000)

ShareholdersAs at 31st March, 2018 As at 31st March, 2017

Number of Shares

% of Holding

Number of Shares

“% of Holding”

Promoters

‑ Indian 6,77,68,904 51.00% 5,12,25,001 51.00%

‑ Foreign 6,51,11,298 49.00% 4,92,16,177 49.00%

Total 13,28,80,202 100.00% 10,04,41,178 100.00%

SCHEDULE – 6 RESERVES AND SURPLUS(` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

1 Capital Reserve ‑ ‑

2 Capital Redemption Reserve ‑ ‑

3 Share PremiumBalance at the beginning of the year 14,70,588 ‑

Add : Additions during the year 10,05,610 14,70,588 Balance at the end of the year 24,76,198 14,70,588

4 General Reserves ‑ ‑

Less: Debit balance in Profit and Loss Account ‑ ‑

Less: Amount utilized for Buy‑back ‑ ‑

5 Catastrophe Reserve ‑ ‑

6 Other Reserves ‑ ‑

7 Balance of Profit in Profit & Loss Account - - 24,76,198 14,70,588

SCHEDULE – 7 BORROWINGS (` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

1 Debentures/ Bonds ‑ ‑

2 Banks ‑ ‑ 3 Financial Institutions ‑ ‑

Others ‑ ‑ Total - -

Scheduleforming part of financial statements

73Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

SCHEDULE – 8 SHAREHOLDERS’ INVESTMENTS (` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

Long Term Investments1 Government securities and Government guaranteed bonds including Treasury Bills 5,45,480 4,35,824 2 Other Approved Securities 1,52,819 1,53,859 3 Other Investments ‑ ‑

(a) Shares ‑ ‑ (aa) Equity ‑ ‑ (bb) Preference ‑ ‑ (b) Mutual Funds ‑ ‑ (c) Derivative Instruments ‑ ‑ (d) Debentures/ Bonds ‑ 2,02,890 (e) Other Securities ‑ ‑ (f) Subsidiaries ‑ ‑ (g) Investment Properties ‑ Real Estate ‑ ‑

4 Investments in Infrastructure and Social Sector ‑ ‑ (a) Infrastructure Bonds ‑ 1,01,234 (b) Infrastructure Equity ‑ ‑ (c) Housing Bonds (AAA and equivalent) 50,890 2,06,499

5 Other than Approved Investments ‑ ‑ Short Term Investments1 Government securities and Government guaranteed bonds including Treasury Bills ‑ ‑ 2 Other Approved Securities ‑ ‑ 3 Other Investments ‑ ‑

(a) Shares ‑ ‑ (aa) Equity ‑ ‑ (bb) Preference ‑ ‑ (b) Mutual Funds ‑ 1,99,695 (c) Derivative Instruments ‑ ‑ (d) Debentures/ Bonds ‑ ‑ (e) Other Securities ‑ ‑ (aa) Fixed Deposits ‑ 69,300 (bb) Commercial Papers ‑ 98,525 (cc) Certificate of Deposits ‑ ‑ (f) Subsidiaries ‑ ‑ (g) Investment Properties‑Real Estate ‑ ‑

4 Investments in Infrastructure and Social Sector ‑ ‑ (aa) Infrastructure Bonds ‑ 50,429 (bb) Infrastructure Equity ‑ ‑ (cc) Housing Bonds (AAA and equivalent) ‑ ‑

5 Other than Approved Investments ‑ ‑ Total 7,49,189 15,18,255 Investments in India 7,49,189 15,18,255 Investments outside India ‑ ‑

Get your own Lunch at WorkRestaurant meals are abundant in calories. Getting a home cooked meal will mean you eat healthier and spend much lesser.

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

74 Annual Report 2017-18

SCHEDULE – 8A POLICYHOLDERS’ INVESTMENTS (` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

Long Term Investments1 Government securities and Government guaranteed bonds including Treasury Bills 1,52,766 2,05,002 2 Other Approved Securities ‑ 52,338 3 Other Investments ‑ ‑

(a) Shares ‑ ‑ (aa) Equity ‑ ‑ (bb) Preference ‑ ‑ (b) Mutual Funds ‑ ‑ (c) Derivative Instruments ‑ ‑ (d) Debentures/ Bonds 3,52,558 2,03,556 (e) Other Securities ‑ ‑ (f) Subsidiaries ‑ ‑ (g) Investment properties ‑ Real Estate ‑ ‑

4 Investments in Infrastructure and Social Sector ‑ ‑ (aa) Infrastructure Bonds 4,16,411 2,07,850 (bb) Infrastructure Equity ‑ ‑ (cc) Housing Bonds (AAA and equivalent) 2,02,865 1,02,233

5 Other than Approved Investments 1,49,987 ‑ Short Term Investments1 Government securities and Government guaranteed bonds including Treasury Bills ‑ ‑ 2 Other Approved Securities ‑ ‑ 3 Other Investments ‑ ‑

(a) Shares ‑ ‑ (aa) Equity ‑ ‑ (bb) Preference ‑ ‑ (b) Mutual Funds 17,571 ‑ (c) Derivative Instruments ‑ ‑ (d) Debentures/ Bonds ‑ ‑ (e) Other Securities 59,400 ‑ (f) Subsidiaries ‑ ‑ (g) Investment properties ‑ Real estate ‑ ‑

4 Investments in Infrastructure and Social Sector ‑ ‑ 5 Other than Approved Investments ‑ ‑

Total 13,51,558 7,70,979 Investments in India 13,51,558 7,70,979 Investments outside India ‑ ‑

Scheduleforming part of financial statements

75Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

SCHEDULE – 9 LOAN (` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

1 Security-Wise ClassificationSecured(a) On mortgage of property (aa) In India ‑ ‑ (bb) Outside India ‑ ‑ (b) On Shares, Bonds, Govt. Securities ‑ ‑ (c) Others ‑ ‑ Unsecured loans (aa) against policies ‑ ‑ (bb) Others ‑ ‑ Total - -

2 Borrower-Wise Classification(a) Central and State Governments ‑ ‑ (b) Banks and Financial Institutions ‑ ‑ (c) Subsidiaries ‑ ‑ (d) Companies(e) Loans against policies ‑ ‑ (f) Others ‑ ‑ Total - -

3 Performance-Wise Classification(a) Loans classified as standard (aa)  In India ‑ ‑ (bb) Outside India ‑ ‑ (b) Non‑performing loans less provisions (aa)  In India ‑ ‑ (bb) Outside India ‑ ‑ Total - -

4 Maturity-Wise Classification(a) Short Term ‑ ‑ (b) Long Term ‑ ‑ Total - -

Trying to reduce belly fat? Pay attention to your carbohydrate intake and avoid artificial sweeteners.

Aditya Birla Health Insurance Co. Limited

76 Annual Report 2017-18

Sche

dule

form

ing

part

of

finan

cial

sta

tem

ents

SCH

EDUL

E –

10 F

IXED

ASS

ETS

(` ’0

00

)

SN

Part

icul

ars

Gro

ss B

lock

D

epre

ciat

ion

Net

Blo

ck

As

at

1st

Apr

il,

20

17

A

ddit

ions

D

educ

tion

s/

Cap

ital

ised

As

at

31

st M

arch

, 2

01

8

Upt

o 1

st

Apr

il, 2

01

7Fo

r th

e Pe

riod

On

Sal

es/

Adj

ustm

ents

Up

to

31

st M

arch

, 2

01

8

As

at

31

st M

arch

, 2

01

8

As

at

31

st M

arch

, 2

01

7

Inta

ngib

les

1

Soft

war

e 1

,79

,48

9

72

,14

3

2,5

1,6

32

2

4,9

93

6

7,0

29

9

2,0

22

1

,59

,61

0

1,5

4,4

95

To

tal

A

1,7

9,4

89

7

2,1

43

-

2

,51

,63

2

24

,99

3

67

,02

9

-

92

,02

2

1,5

9,6

10

1

,54

,49

5

Inta

ngib

le A

sset

s U

nder

Dev

elop

men

t B

3

1,8

23

1

,35

,06

6

1,6

6,8

89

1

,66

,88

9

31

,82

3

Tang

ible

s 1

Fr

eeho

ld L

and

2

Leas

ehol

d Pr

oper

ty

3

Bui

ldin

gs

4

Furn

itur

e &

Fit

ting

s 2

,89

7

14

,12

7

17

,02

4

27

9

8,7

39

9

,01

8

8,0

06

2

,61

8

5

Leas

ehol

d Im

prov

emen

t 1

4,2

57

3

9,9

25

5

4,1

82

9

32

5

,70

9

6,6

41

4

7,5

41

1

3,3

25

6

Info

rmat

ion

Tech

nolo

gy E

quip

men

t 8

1,3

47

2

9,7

83

1

,11

,13

0

10

,76

2

20

,08

5

30

,84

7

80

,28

3

70

,58

5

7

Vehi

cles

4

,04

5

8,1

93

1

2,2

38

1

,06

4

2,5

46

3

,61

0

8,6

28

2

,98

0

8

Offi

ce E

quip

men

t 1

1,8

12

2

8,1

65

3

9,9

77

1

,88

4

9,2

00

1

1,0

84

2

8,8

93

9

,92

9

Tota

l C

3

,25

,67

0

3,2

7,4

02

-

6

,53

,07

2

39

,91

4

1,1

3,3

08

-

1

,53

,22

2

4,9

9,8

50

2

,85

,75

5

Cap

ital

wor

k in

pr

ogre

ss

D

21

4

21

4

21

4

Gra

nd t

otal

(A

+B

+C

+D

) 3

,25

,88

5

3,2

7,4

02

2

14

6

,53

,07

2

39

,91

4

1,1

3,3

08

-

1

,53

,22

2

4,9

9,8

50

2

,85

,97

0

Prev

ious

yea

r 5

,48

8

5,1

6,5

66

1

,96

,16

9

3,2

5,8

85

2

42

3

9,7

88

1

15

3

9,9

15

2

,85

,97

0

5,2

46

77Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

Scheduleforming part of financial statements

SCHEDULE – 11 CASH AND BANK BALANCES (` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

1 Cash (including cheques, drafts and stamps) 541 35,478 2 Bank Balances

(a) Deposit Accounts ‑ ‑ (aa) Short‑term (due within 12 months)* 532 500 (bb) Others ‑ ‑ (b)     Current Accounts 3,00,540 3,27,712 (c)     Others ‑ ‑

3 Money at Call and Short Notice (a) With Banks ‑ ‑ (b) With other Institutions ‑ ‑

4 Others ‑ ‑ Total 3,01,613 3,63,690 Cash and bank balance In India 3,01,613 3,63,690 Cash and bank balance outside India ‑ ‑

Balances with non‑scheduled banks included in 2 above

*The aforesaid fixed deposit is encumbered towards bank guarantee given to Sir Ganga Ram Hospital during Financial year 2016‑17

SCHEDULE – 12 ADVANCES AND OTHER ASSETS (` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

Advances 1 Reserve deposits with ceding companies ‑ ‑ 2 Advance to ceding companies ‑ ‑ 3 Application money for investments ‑ ‑ 4 Prepayments 47,722 12,271 5 Advances to Directors / Officers ‑ ‑ 6 Advance tax paid and taxes deducted at source ‑ ‑ 7 Others (to be specified)

(a) Advance to Suppliers 24,576 910 Less: Provisions made ‑ ‑ Sub-total 24,576 910 (b) Other advances 24,020 14,094 Total (A) 96,318 27,275

Other Assets 1 Income accrued on investments 71,528 72,572 2 Outstanding Premiums ‑ ‑ 3 Agents’ Balances 951 ‑

Less: Provisions made ‑ ‑ Sub-total 951 -

4 Foreign Agencies Balances ‑ ‑ 5 Due from other entities carrying on insurance business 1,08,600 ‑ 6 Due from subsidiaries/ holding* 41,703 17,347 7 Deposit with Reserve Bank of India [Pursuant to section 7 of Insurance Act, 1938] ‑ ‑ 8 Others

(a) Rent and other deposits 63,564 46,892 (b) Input tax credit (net) 60,338 22,116 (c) Cenvat credit on capital goods ‑ ‑ (d) Deferred lease assets ‑ ‑ (e) Recoverable from employees ‑ ‑ Total (B) 3,46,684 1,58,927 Total (A+B) 4,43,002 1,86,202

* Subsidiaries also includes fellow subsidiaries

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

78 Annual Report 2017-18

SCHEDULE – 13 CURRENT LIABILITIES (` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

1 Agents’ balances 40,525 12,086 2 Balances due to other insurance companies 28,055 24,378 3 Deposits held on re‑insurance ceded ‑ ‑ 4 Premiums received in advance 8,207 ‑ 5 Unallocated premium 3,48,093 6,74,285 6 Sundry creditors 3,97,343 4,06,432 7 Due to subsidiaries/ holding company* 96,179 8,038 8 Claims Outstanding 2,23,286 71,315 9 Unclaimed amount of policyholders/ insured ‑ ‑ 10 Due to Officers/ Directors ‑ ‑ 11 Others

(a) Tax deducted payable 31,560 10,676 (b) Other statutory dues 33,515 245 (c) Provident fund payable 8,006 3,483 (d) Premium refund payable 1,884 127 (e) Due to employees 68,162 4,081 Total 12,84,815 12,15,146

* Subsidiaries also includes fellow subsidiaries

SCHEDULE – 14 PROVISIONS (` ’000)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

1 Reserve for Unexpired Risk 11,47,330 3,77,366 2 For taxation (less advance tax paid and taxes deducted at source) ‑ ‑ 3 For proposed dividends ‑ ‑ 4 For dividend distribution tax ‑ ‑ 5 Bonus payable to policy holders ‑ ‑ 6 Others

(a) For Gratuity 2,976 31,044 (b) For Compensated absence 15,967 7,104 (c) For Other operating expense related ‑ ‑ (d) Premium Deficiency Reserve ‑ 37,847 Total 11,66,273 4,53,361

SCHEDULE – 15 MISCELLANEOUS EXPENDITURE (` ’0 00)

SN Particulars As at 31st March, 2018

As at 31st March, 2017

1 Discount Allowed in issue of shares/ debentures ‑ ‑ 2 Others ‑ ‑

Total - -

Scheduleforming part of financial statements

79Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

SCHEDULE 16 – SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO FINANCIAL STATEMENTS

I BACKGROUND Aditya Birla Health Insurance Co. Limited (“the Company”) was incorporated on April 22, 2015 as a company under the Companies Act, 2013. As on 31st March, 2018, Aditya Birla Capital Limited (Formerely Known as “”Aditya Birla Financial Services Limited””) holds 51% and MMI Strategic Investment Pty Ltd. holds 49% of paid up capital of the Company respectively. The Company is registered with the Insurance Regulatory and Development Authority of India (“IRDAI”) for conducting health insurance business, under section 3 of the Insurance Act, 1938 as amended by the Insurance Laws (Amendment) Act, 2015. The Certificate of Registration (Form – IRDA/ R3) has been issued by the Authority on July 11, 2016. Pursuant to Section 3 read with Section 3A of the Insurance Act, 1938 as amended by the Insurance Laws (Amendment) Act, 2015, said certificate shall consequentially continue to be in force from the date of registration.

II SIGNIFICANT ACCOUNTING POLICIES(a) Basis of preparation These financial statements have been prepared under the historical cost convention, on an accrual basis of accounting, in accordance with the accounting principles generally accepted in India, including the applicable provisions of the Insurance Act, 1938 (the “Insurance Act”) as amended by Insurance Laws (Amendment) Act, 2015, the Insurance Regulatory and Development Authority Act, 1999, Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002, orders/ directions issued by IRDAI in this regard, from time to time (including circular no. IRDA/F&A/CIR/CPM/ 056/03/2016 dated April 04, 2016), Accounting Standards (AS) specified under Section 133 of the Companies Act, 2013, to the extent applicable and various circulars/notifications issued by IRDAI and practices prevailing in the insurance industry in India. Accounting policies applied have been consistent with previous year except where different treatment is required as per new pronouncements made by the regulatory authorities. The management evaluates, all recently issued or revised accounting pronouncements, on an ongoing basis.

(b) Use of estimates The preparation of the financial statements in conformity with accounting principles generally accepted in India (GAAP) requires that the Company’s management make estimates and assumptions that affect the reported amount of assets and liabilities as of the Balance Sheet date, reported amounts of revenues and expenses for the year and disclosures relating to contingent liabilities as of the Balance Sheet date. The estimates and assumptions used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the financial

statements. Actual results could differ from these estimates. Differences between the actual and estimates, if any, are recognised in the year in which they materialize or are known.

(c) Revenue Recognition(i) Premium Income Premium including Reinsurance accepted (net of service tax / goods and service tax) is recognised as income over the contract period or period of risk, as appropriate, after adjusting for unearned premium (unexpired risk). Reinstatement premium is recorded as and when such premiums are recovered. Any subsequent revisions to or cancellations of premiums are accounted for in the year in which they occur. Premium received in advance represents premium received prior to commencement of the risk.

(ii) Income earned on investments Interest income on investments is recognised on an accrual basis. Accretion of discount and amortization of premium relating to debt securities including Commercial Paper (CP), Certificate of Deposits (CD) and T‑bills is recognized on effective interest rate method over the holding / maturity period.

The net realized gains or losses on the debt securities is the difference between the net sale consideration and the amortized cost, which is computed on a weighted average basis, as on the date of sale. In case of mutual fund units, the profit or loss on sale of investment includes the accumulated changes in the fair value previously recognised under “Fair Value Change Account”. Sale consideration for the purpose of realized gain/ loss is net of brokerage and taxes, if any, and excludes interest received on sale.Such investments income shall be allocated between the revenue account and profit and loss account on actual basis.

(d) Reinsurance ceded Reinsurance premium ceded is accounted in the year in which the risk commences and over the period of risk in accordance with the treaty arrangements with the reinsurers. Reinsurance premium ceded on unearned premium is carried forward to the period of risk and is set off against related unearned premium. Any subsequent revisions to or cancellations of premiums are accounted for in the year in which they occur.

(e) Commission received Commission on reinsurance ceded is recognised as income on ceding of reinsurance premium. Profit commission under reinsurance treaties, wherever applicable, is recognised in the year of final determination of the profits and as intimated by the Reinsurer.

(f) Reserve for Unexpired Risk Reserve for unexpired risk represents thata part of the net premium written which is attributable to and allocated to the succeeding accounting period. Reserve for unexpired risk is calculated on the basis of 1/365th Method on unexpired period of the respective policies.

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

80 Annual Report 2017-18

During the year, reserve for unexpired risk has been calculated on the basis of that part of premium (i.e. premium, net of reinsurance ceded) which is attributable to and set aside for subsequent risks to be borne by the company and is created in accordance with IRDA Circular No. IRDA/ F&A/CIR/ CPM/056/03/2016 dated 4th April, 2016 and vide approval sought from IRDA letter dated 9th March, 2018 at 50% of net written premium of preceding twelve month.

(g) Premium deficiencyPremium deficiency is recognised for the Company at segmental revenue account level. Premium deficiency is recognised if the sum of the expected claim costs, related expenses and maintenance cost (related to claims handling) exceeds related reserve for unexpired risk. The expected claim costs is calculated and duly certified by the Appointed Actuary.

(h) Claims incurred Claims incurred comprises of claims paid, change in estimated liability for outstanding claims made following a loss occurrence reported, change in estimated liability for claims incurred but not reported (IBNR) and claims incurred but not enough reported (IBNER) and specific settlement costs comprising legal and investigation fees and other directly attributable expenses. Provision is made for estimated value of outstanding claims at the Balance Sheet date net of reinsurance. Such provision is made on the basis of the ultimate amounts that are likely to be paid on each claim, established by the management in light of past experience and progressively modified for changes as appropriate, on availability of further information and include claim settlement costs likely to be incurred to settle outstanding claims.

Claims (net of amounts receivable from reinsurers/coinsurers) are recognised on the date of intimation based on estimates from surveyors/insured in the respective revenue accounts

The estimated liability for claims incurred but not reported (IBNR) and claims incurred but not enough reported (IBNER) has been estimated by the Appointed Actuary in compliance with guidelines issued by IRDAI vide circular No. 11/IRDA/ACTL/IBNR/2005‑06 dated June 8, 2005 and applicable provisions of Guidance Note 21 issued by the Institute of Actuaries of India. The Appointed Actuary has used generally accepted actuarial methods for each product category as considered appropriate depending upon the availability of past data as well as appropriateness of the different methods to the different lines of businesses.

(i) Acquisition Costs Acquisition costs are defined as costs that vary with, and are primarily related to the acquisition of new and renewal insurance contracts viz. commission, policy issue expenses, etc. These costs are expensed in the period in which they are incurred.Acquisition cost on premium received in advance are recognised as prepaid expenses.

(j) Fixed Assets (i) Tangible:Tangible assets, capital work in progress are stated at cost, less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price, borrowing costs, if capitalization criteria are met and any cost attributable to bringing the assets to its working condition for its intended use which includes taxes, freight, and installation and allocated incidental expenditure during construction/ acquisition and exclusive of CENVAT credit / Goods and Service Tax credit or other tax credit available to the Company. Subsequent expenditure relating to tangible assets is capitalized only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance.

(ii) Intangible:An intangible asset is recognized when it is probable that the future economic benefits attributable to the asset will flow to the enterprise and where its cost can be reliably measured. Intangible assets are stated at cost of acquisition less accumulated amortization and impairment losses, if any. Cost comprises the purchase price and any cost attributable to bringing the assets to its working condition for its intended use which includes taxes, freight, and installation and allocated incidental expenditure during construction/ acquisition and exclusive of CENVAT credit / Goods and Service Tax credit or other tax credit available to the Company. Subsequent expenditure incurred on existing assets expensed out except where such expenditure increases the future economic benefits from the existing assets, in which case the expenditure is amortized over the remaining useful life of the original asset.

(iii) Capital work in progressCapital work in progress includes assets not ready for the intended use and are carried at cost, comprising direct cost and related incidental expenses.

Sugary snacks and other refined carbs spike blood sugar and cause pounds to settle in your midsection. Choose whole grains, beans, and vegetables instead

Scheduleforming part of financial statements

81Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

(k) Depreciation on fixed assetsBased on management’s evaluation, useful life prescribed in Schedule II of the Companies Act, 2013 represent actual useful life of fixed assets except for Leasehold Improvement and furniture and fittings at leased premises, Office Equipment other than electronic and servers. The company uses straight line method for differnt class of it’s fixed assets :

Category of Fixed Assets Useful Life

Leasehold Improvements and Furniture and fittings at leased premises

6 years or the maximum renewable period of the respective leases, whichever is lower

Office Equipment (Other than Electronic equipment)

5 Years

Servers 6 yearsSoftware 3 years

Depreciation on property, plant and equipment comprising of furniture and fittings other than at leased premises, Information Technology Equipment, Vehicles, Electronic office equipment and mobile phone is calculated on a straight‑line basis using the rates arrived at based on the useful lives estimated by the management, which are different as compared to those prescribed under the Schedule II to the Companies Act, 2013. The estimates of useful life of these assets based on technical evaluation have not undergone a change on account of transition to the Companies Act, 2013. The Company has used the following useful lives to provide depreciation on such class of asset:

Category of Fixed Assets Useful Life

Furniture & fittings (other than installed at leased premises)

7 years

Information Technology Equipment

4 years

Vehicles 4/5 Years (As per OYCS Policy)Office Equipment (Electronic equipment)

4 Years

Mobile Phones (included in office equipment under schedule 10)

2 Years

(l) Impairment of assets The carrying values of assets forming part of any cash generating units at Balance Sheet date are reviewed for impairment at each balance sheet date. If any indication for such impairment exists, the recoverable amounts of those assets are estimated and impairment loss is recognised, if the carrying amount of those assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the estimated future cash flows to their present value based on appropriate discount factor. If at the Balance Sheet date there is any indication that a previously assessed impairment loss no longer exists, then such loss is reversed and the asset is restated to that extent.

(m) Operating Leases As lessee: Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased asset are classified as Operating lease. Operating lease rentals including escalations, in respect of an asset taken on operating lease, are charged to the Revenue Account on a straight line basis over the lease term. Initial direct costs incurred specifically for an operating lease are charged to the Revenue Account.

(n) Foreign Currency Transactions Transactions denominated in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. At the Balance Sheet date, monetary items denominated in foreign currencies are converted into rupee equivalents at the exchange rates prevailing at that date.

All exchange differences arising on settlement/conversion of foreign currency transactions are included in the Revenue Account.

(o) Investments Investments are made and accounted for in accordance with the Insurance Act, 1938, as amended by Insurance Laws (Amendment) Act, 2015, the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 as amended and various other circulars/notifications issued by the IRDAI in this context from time to time

Investments are recorded at cost, which include brokerage, taxes, if any, stamp duty and excludes broken period interest. Investments maturing within twelve months from the Balance Sheet date and investments made with the specific intention to be disposed off within twelve months from the balance sheet date are classified as short‑term investments.

Investments other than short‑term investments are classified as long‑term investments.

The Investment made by the Company are segregated between Policyholder’s funds and Shareholder’s funds.

All debt securities including CPs, CDs, T‑Bills are considered as ‘held to maturity’ and accordingly stated at historical cost subject to amortization of premium or accretion of discount on effective interest rate basis in the Revenue Account and in the Profit and Loss Account over the period of maturity/ holding. All mutual fund investments are valued at net asset value as at Balance Sheet date.

In accordance with the Regulations, any unrealized gains/losses arising due to change in fair value of mutual fund investments

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

82 Annual Report 2017-18

are accounted in “Fair Value Change Account” and carried forward in the Balance Sheet and is not available for distribution. The Company assesses, whether any impairment has occurred on its investments, at each Balance Sheet date. If any such indication exists, then carrying value of such investment is reduced to its recoverable amount/ market value on the Balance Sheet date and the impairment loss is recognised in the Profit and Loss Account. If at the Balance Sheet date there is any indication that a previously assessed impairment loss no longer exists then impairment loss, earlier recognised in Profit and loss Account, is reversed in Profit and loss account and the investment is restated to that extent.

(p) Employee Benefits (i) Short-term employee benefits All employee benefits payable within twelve months of rendering the service are classified as short term employee benefits. Benefits such as salaries, bonuses, short term compensated absences and other non‑monetary benefits are recognised in the period in which the employee renders the related service. All short term employee benefits are accounted on undiscounted basis.

(ii) Long term employee benefits The Company has both defined contribution and defined benefit plans, of which some have assets in special funds or similar securities. The plans are financed by the Company and in case of some defined contribution plans, by the Company along with its employees.

Defined contribution plans These are plans in which the Company pays predefined amounts to recognised provident fund and does not have any legal or informal obligation to pay additional sums. These comprise of contributions to the employees’ provident fund, family pension fund and superannuation fund. The Company’s payments to the defined contribution plans are reported as expenses during the period in which the employees perform the services that the payment covers.

Defined benefit plans Gratuity are defined benefit plans is calculated as at the Balance Sheet date by independent actuaries using projected unit credit method in a manner that distributes expenses over the employee’s working life. These commitments are valued at the present value of expected future payments, with consideration for calculated future salary increases, utilizing a discount rate corresponding to the interest rate estimated by the actuary, having regard to the interest rate on government bonds with a remaining term that is almost equivalent to the average balance working period of employees. The Company recognizes the net obligation of the scheme in Balance Sheet as an asset or liability in accordance with AS 15 “Employee Benefits”. The discount rate used for estimation of liability is based on Government securities yield. Gain or

loss arising from change in actuarial assumptions / experience adjustments is recognised in the Revenue Account for the period in which they emerge. Expected long term rate of return on assets has been determined based on historical experience and available market information.

(iii) Other long term benefits Other long term employee benefits include accumulated long term compensated absences and long term incentive plans.

i. The employees are entitled for 21 days leave during the calendar year, which can be accumulated up to 36 days. The company provides for the liability at year end on account of unavailed leave as per the independent actuarial valuation using the Projected Unit Credit Method.

Actuarial gains and losses are recognised in the Statement of Profit and Loss as and when incurred.

ii. The cost of performance based compensation incentive under long term incentive plan is measured considering the achievement of the performance indicators applicable to the plans and applying the actuarial assumptions and principles in accordance with AS 15 (Revised 2005) Employee Benefits as valued by an independent actuary on each Balance Sheet date.

(q) Taxation Income tax expense comprises current tax (i.e. amount of tax payable on the taxable income for the period determined in accordance with the Income‑tax Act, 1961), and deferred tax charge or credit (reflecting the tax effects of timing differences between the accounting income and taxable income for the period). Current tax is the amount expected to be paid to the tax authorities after taking credit for allowances and exemptions in accordance with the Income‑tax Act, 1961. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the Balance Sheet date.

Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realized in future. However, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only to the extent there is virtual certainty backed by convincing evidence that sufficient future taxable income will be available against which deferred tax assets can be realized. Deferred tax assets are reviewed as at each Balance Sheet date and written down or written up to reflect the amount that is reasonably or virtually certain to be realized. In accordance with the recommendations contained in Guidance Note issued by the Institute of Chartered Accountants of India and in accordance with the provisions of the Income Tax Act, 1961, Minimum Alternate Tax (‘MAT’) credit is recognised as an asset to the extent there is convincing evidence that the Company will pay normal income tax in future by way of a credit to the profit and loss account and shown as MAT credit entitlement.

Scheduleforming part of financial statements

83Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

(r) Service Tax / Goods and Service Tax (GST) Service Tax / GST collected is considered as a liability against which Service Tax/ GST paid for eligible input tax credit, to the extent claimable, is adjusted and the net liability is remitted to the appropriate authority. Service Tax/ GST paid for eligible input services not recoverable by way of credits is recognized in the Revenue Account as expenses.

(s) Segment Reporting In case of Health insurance business, based on the primary segments identified under Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations, 2002 read with AS 17 on “Segment Reporting” specified under Section 133 of the Companies Act, 2013, the Company has classified and disclosed segment information for Health Insurance and Personal Accident Insurance.

There are no reportable geographical segments, since all business is written in India.

The allocation of revenue and expenses to specific segments is done in the following manner, which is applied on a consistent basis. The Revenue is directly attributable and identifiable to the business segments and is apportioned on an actual basis. Operating Expenses relating to Insurance Business: are allocated on the following basis

(i) Acquisition Cost shall be directly allocated to the respective business segment.

(ii) Expenses, which are directly attributable and identifiable to the business segments, are apportioned on an actual basis. (iii) Expenses, which are not directly identifiable though attributable to a class of business segments collectively, are apportioned amongst the respective segments on a gross written premium basis.

The accounting policies used in segment reporting are same as those used in the preparation of financial statements.

(t) Earnings Per Share (“EPS”) Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period.

The weighted average numbers of equity shares are adjusted for events such as bonus issue, bonus element in the rights issue, share split and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

(u) Provisions and Contingencies A provision is recognised when the Company has a present legal obligation as a result of past event and it is probable that an outflow of resources embodying economic resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect current best estimates. Contingent liabilities are not recognised. A Contingent asset is neither recognised nor disclosed.

(v) Receipts and Payments Account (i) Receipts and Payments Account is prepared and reported

using the Direct Method, in conformity with para 2.2 of the Master Circular on Preparation of Financial Statements ‑ General Insurance Business dated October 5, 2012, issued by the IRDAI.

(ii) Cash and cash equivalents Cash comprises cash on hand and demand deposits with

banks. Cash equivalents are short‑term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

Cut Back On CoffeeIt is unhealthy, addictive and could lead to a lot of illnesses.

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

84 Annual Report 2017-18

III NOTES FORMING PART OF ACCOUNTS1 In terms of IRDAI Circular number IRDA /F&A/CIR/CPM/056/03/2016 dated April 04, 2016, the company has opted to calculate Reserve for Unexpired Risk from ‘1/365 Method’ to ‘50% of net written premium of preceding twelve months. As a result of this change in accounting policy, loss for the year ended 31st March, 2018 is lower by ` 51,718 Thousand. Reserve for unexpired risk considering the change i.e. 50% of Net written premium of preceding twelve month is ` 11,44,888 Thousand vis‑a‑vis ` 11,96,606 Thousand as calculated under earalier method i.e. 1/365 Method. Consequentially the net earned premium is higher by ` 51,718 Thousand.

2 Contingent liability (’000)

Particulars As at 31st March, 2018

As at 31st March, 2017

Partly paid up Investments ‑ ‑ Underwriting commitments outstanding ‑ ‑ Claims, other than against Policies, not acknowledged as debts 412 ‑ Guarantees given by or on behalf of the Company ‑ 500 Statutory demands / liabilities in dispute, not provided for ‑ ‑ Reinsurance obligations to the extent not provided for in Accounts ‑ ‑ Total 412 500

3 Encumbrances on Assets All the assets of the Company are free from any encumbrances except deposits in banks amounting to ` Nil thousands (31st March,  2017 ‑ ` 500 thousand). The deposits have been placed with banks for the purposes of executing bank guarantees. The Company has all assets within India.

4 Commitments (’000)

Particulars As at 31st March, 2018

As at 31st March, 2017

Loans ‑ ‑ Investment ‑ ‑ Property, Plant and Equipment 61,076 40,764 Total 61,076 40,764

5 Claims, less Reinsurance paid to Claimants (’000)

Class of businessIn India Outside India

For the year ended 31st March, 2018

For the year ended 31st March, 2017

For the year ended 31st March, 2018

For the year ended 31st March, 2017

Health 11,96,198 95,077 ‑ ‑ Personal Accident 5,298 4 ‑ ‑ Total 12,01,496 95,081 - -

6 Age-wise Breakup of Claims Outstanding* (’000)

Class of businessIn India Outside India

For the year ended 31st March, 2018

For the year ended 31st March, 2017

For the year ended 31st March, 2018

For the year ended 31st March, 2017

Health ‑ ‑ 1,18,889 43,893 Personal Accident ‑ ‑ 2,499 60 Total - - 1,21,388 43,953 *Excluding IBNR provisions, amounts payable to service providers and third party administrator.

Scheduleforming part of financial statements

85Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

7 Claims Settled and Remaining Unpaid for a period of more than six months upon class of business (’000)

Class of business As at 31st March, 2018

As at 31st March, 2017

Health ‑ ‑ Personal Accident ‑ ‑

8 Number of Claims intimated, disposed of and pending (` ’000)

ParticularsAs at 31st March, 2018 As at 31st March, 2017

Health Personal Accident Total Health Personal Accident Total

Claims pending at the beginning of the year 1,021 13 1,034 ‑ ‑ ‑ Claims intimated 44,378 50 44,428 3,689 33 3,722 Claims paid 38,903 26 38,929 2,402 17 2,419 Claims rejected 3,358 9 3,367 266 3 269 Claims pending at the end of the year 3,138 28 3,166 1,021 13 1,034

9 Ageing of Pending Claims (’000)

ParticularsAs at 31st March, 2018 As at 31st March, 2017

Health Personal Accident Total Health Personal Accident Total

0 to 30 days 1,11,121 2,499 1,13,620 36,881 60 36,941 31 days to 6 months 7,768 ‑ 7,768 7,013 ‑ 7,013 6 months to 1 year ‑ ‑ ‑ ‑ ‑ ‑ 1 year to 5 years ‑ ‑ ‑ ‑ ‑ ‑ 5 years and above ‑ ‑ ‑ ‑ ‑ ‑ Total 1,18,889 2,499 1,21,388 43,894 60 43,954

10 (a) Premiums, less reinsurance written from business in/outside India (’000)

Class of businessIn India Outside India

For the year ended 31st March, 2018

For the year ended 31st March, 2017

For the year ended 31st March, 2018

For the year ended 31st March, 2017

Health 21,80,511 5,04,265 ‑ ‑ Personal Accident 1,09,265 7,932 ‑ ‑ Total 22,89,776 5,12,197 - -

(b) Premium income recognized on “Varying Risk Pattern” is Nil (31st March, 2017 NIL).

11 Extent of risk retained and reinsured Extent of risk retained and reinsured with respect to gross written premium is set out below:

For the year ended on 31st March, 2018:

Particulars BasisGross Premium Retention Ceded Retention Ceded

(‘000) (‘000) (‘000) % %

Health Sum Insured 23,03,068 21,80,511 1,22,557 95% 5%Personal Accident Sum Insured 1,28,608 1,09,265 19,343 85% 15%

For the year ended on 31st March, 2017:

Particulars BasisGross Premium Retention Ceded Retention Ceded

(‘000) (‘000) (‘000) % %

Health Sum Insured 5,30,806 5,04,265 26,541 95% 5%Personal Accident Sum Insured 9,618 7,932 1,686 82% 18%Total 5,40,424 5,12,197 28,227 95% 5%

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

86 Annual Report 2017-18

12 Investment Value of contracts in relation to investments for:

‑ Purchases where deliveries are pending NIL (31st March, 2017: NIL); and

‑ Sales where payments are overdue NIL (31st March, 2017 : NIL).

Historical cost of investments that are valued on fair value basis is ` 17,488.67 thousand (31st March, 2017 : ` 199,382.02 thousand).

All investments are made in accordance with Insurance Act, 1938 as amended by Insurance Laws (Amendment) Act, 2015 and Insurance Regulatory and Development Authority of India

(Investment) Regulations, 2016 as amended from time to time. The Company has no non‑performing assets for the purpose of income recognition as per the directions of IRDAI.

(A) Allocation of investment‑ Investments are allocated separately to policy holders and

share holders, as applicable;

(B) Allocation of investment incomeInvestment income is allocated on actuals basis between revenue account(s) and profit and loss account.

(C) Investment Properties – Real EstateThe Company does not have any Investment Properties ‑ Real Estate as at March 31, 2018 (Previous year: NIL)

13 Statement showing the Age-wise Analysis of the Unclaimed Amount of the Policyholders

For the year ended on 31st March, 2018: (’000)

Particulars Total Amount

Age-wise analysis (in months)

04-12 m 13-18 m 19-24 m 25-30 m 31-36 m Beyond 36 m

Claims settled out not paid to the policyholders / insured due to any reasons except under litigation from the insured /policyholders

‑ ‑ ‑ ‑ ‑ ‑ ‑

Sum due to the insured /policyholders on maturity or otherwise ‑ ‑ ‑ ‑ ‑ ‑ ‑ Excess collection of the premium I tax or any other charges which is refundable to the policyholders either as terms of conditions of the policy or as per law or as may be directed by the Authority but not refunded so far

‑ ‑ ‑ ‑ ‑ ‑ ‑

Cheques issued but not encashed by the policyholder/insured ‑ ‑ ‑ ‑ ‑ ‑ ‑

For the year ended on 31st March, 2017: (’000)

Particulars Total Amount

Age-wise analysis (in months)

04-12 m 13-18 m 19-24 m 25-30 m 31-36 m Beyond 36 m

Claims settled out not paid to the policyholders / insured due to any reasons except under litigation from the insured /policyholders

‑ ‑ ‑ ‑ ‑ ‑ ‑

Sum due to the insured /policyholders on maturity or otherwise ‑ ‑ ‑ ‑ ‑ ‑ ‑ Excess collection of the premium I tax or any other charges which is refundable to the policyholders either as terms of conditions of the policy or as per law or as may be directed by the Authority but not refunded so far

‑ ‑ ‑ ‑ ‑ ‑ ‑

Cheques issued but not encashed by the policyholder/insured ‑ ‑ ‑ ‑ ‑ ‑ ‑

Scheduleforming part of financial statements

87Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

14 Employee Stock Option PlanPursuant to ESOP Plan being established by the holding company (i.e. Aditya Birla Capital Limited), stock options were granted to the employees of the Company during the financial year.Total cost incurred by the holding company till date is being recovered from the Company over the period of vesting. Accordingly, a sum of ` 17,786 thousand has been recovered from the Company during the year, which has been charged to the Statement of Profit and Loss. The balance sum of ` 53,989 thousand will be recovered in future period.

15 Segment Information a) Business SegmentsThe Company’s primary reportable segments are identified in accordance with the Insurance Regulatory and Development Authority (Preparation of Financial Statements and Auditor’s Report of Insurance Companies) Regulations 2002. Segment revenue and segment results have been incorporated in the financial statements.

(’000)

ParticularsAs at 31st March, 2018 As at 31st March, 2017

Health Personal Accident Total Health Personal Accident Total

Segmental Revenue 15,54,742 66,381 16,21,123 1,92,338 1,884 1,94,222 Segmental Result (19,03,693) (49,243) (19,52,937) (8,63,449) (13,838) (8,77,287)Segmental Liabilities 2,25,657 8,278 2,33,935 1,07,680 1,482 1,09,162 Unallocated Liabilities ‑ ‑ 21,33,718 ‑ ‑ 15,59,345 Segmental Assets ‑ ‑ ‑ ‑ ‑ ‑ Unallocated Assets ‑ ‑ 32,61,899 ‑ ‑ 31,25,096

b) Geographical Segment Since the Company’s entire business is conducted within India, there is no reportable Geographical Segmentation for the year

16 Managerial RemunerationThe Managing Director and Chief Executive Officer (MD & CEO) and the Executive Director are remunerated in terms of the approval granted by IRDAI.

Details of their remuneration included in employee remuneration and welfare benefits are as follows: (’000)

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

Salary, perquisites and bonus 27,981 21,308 Contribution to Provident Fund 973 841 Total 28,955 22,149

Out of the above INR 15,000 thousand (31st March,2017 INR 15,000 thousand ) remuneration for each Director has been charged to Revenue Account and balance has been transferred to Profit and Loss Account. Expenses towards gratuity funding and leave encashment provision are determined actuarially on an overall Company basis annually and accordingly have not been considered in the above information.

17 (a) Expenditure in Foreign Currency: (’000)

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

Travelling 1,008 102 Remuneration ‑ ‑ Software License Fees ‑ ‑ Purchase of Fixed Assets ‑ ‑ Professional fees Others 13,050 ‑ Total 14,058 102

(b) During the year foreign exchange loss aggregating INR 6.55 thousand (Previous year: INR 1.24 thousand) is included in Schedule 4 ‑ Operating Expenses, under the Miscellaneous Expenses.

(c) The year end foreign currency exposure is NIL (31st March, 2017: NIL)

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

88 Annual Report 2017-18

18 Leases In respect of premises taken on operating lease, the lease agreements are generally mutually renewable / cancelable by the lessor/lessee.

Non Cancelable operating lease The detail of future rentals payable are given below: (’000)

Particulars As at 31st March, 2018

As at 31st March, 2017

a. not later than one year 59,265 48,601 b. later than one year and not later than five years 26,466 64,954 c. later than five years ‑ ‑

An amount of INR 67,880 thousand (31st March, 2017: INR 26,578 thousand) towards said lease payments has been recognised in the statement of revenue account.

19 Related Party Disclosures: As per Accounting Standard (AS) 18 on Related Party Disclosures the related parties of the Company are as follows:

a) Name of the related parties and description of their relationship:

(i) Holding Company

(ii) Subsidiaries of immediate Holding Companies

(iii) Subsidiaries of fellow Subsidiaries

(iv) Associates and joint ventures

(v) Individuals owning, directly or indirectly, interest in the voting power that gives them control

(vi) Key management personnel

(vii) Enterprises over which any person described in (v) and (vi) are able to exercise significant influence with whom transactions have taken place.

Disclosures in respect of transactions with related parties and outstanding for the period ended 31st march, 2018 A) Enterprises where control exists

Ultimate Holding company Grasim Industries Limited with effect from 1st July 2017 Holding Company Aditya Birla Capital Ltd (Formerly known as “Aditya Birla Financial Services Limited (ABFSL)” with

effect from 23rd March, 2017) Foreign Promoter MMI Strategic Investment Pty Ltd. Key Managerial Personnel Mayank Bhathwal ‑ Chief Executive Officer

Shikha Bagai ‑ Chief Financial Officer

(B) Disclosures of transaction between the Company and related parties and outstanding balances for the year ended : (Amounts in Thousand)

Sr. No.

Name of the related party with whom the transaction has been made

Description of relationship with

the partyNature of Transaction

For the year ended

31st March 2018 31st March 2017

1 2 3 4 5 61 Aditya Birla Capital Ltd Holding Company a) Group mediclaim premium 310 1,077

(formerly known as Aditya Birla Financial Services Limited)

b) Reimbursement of expenses ‑ ESOP 17,786 1,084 c) Recovery of Expenses 222 312 d) Transfer of Liablity ‑ 5,129 e) Issue of Additional Share Capital 1,65,439 3,32,250 f) Securities Premium 5,12,861 ‑ g) Balance Payable 6,538 ‑ h) Balance Receivable ‑ 119 i) Share Capital 6,77,689 5,12,250

Scheduleforming part of financial statements

89Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

(Amounts in Thousand)

Sr. No.

Name of the related party with whom the transaction has been made

Description of relationship with

the partyNature of Transaction

For the year ended

31st March 2018 31st March 2017

2 Aditya Birla Capital Advisors Private Limited

Fellow Subsidiary a) Group mediclaim premium 79 485

3 Aditya Birla Finance Limited

Fellow Subsidiary a) Group mediclaim premium 14,764 25,816 b) Recovery of Expenses 1,468 1,577 c) Balance Receivable 771 1,101

4 Aditya Birla Financial Shared Services Limited

Fellow Subsidiary a) Group mediclaim premium 599 4,854 b) Reimbursement of expenses 45,578 2,514 c) Recovery of Expenses 195 87 d) Transfer of Liablity (Employee Transfer)

139 ‑

e) Transfer of Asset (Employee Transfer) ‑ 150 f) Balance Payable 5,007 1,397 g) Balance Receivable ‑ 108

5 Aditya Birla Housing Finance Limited 

Fellow Subsidiary a) Group mediclaim premium 9,643 14,332 b) Recovery of Expenses 127 136 c) Balance Receivable 36 63

6 Aditya Birla Insurance Brokers Limited

Fellow Subsidiary a) Group mediclaim premium 1,629 9,281 b) Brokerage Expenses 82,752 19,689 c) Transfer of Liablity (Employee Transfer)

112 ‑

d) Balance Payable 119 10 e) Balance Receivable ‑ ‑

7 Aditya Birla Money Limited

Fellow Subsidiary a) Group mediclaim premium 1,792 17,330

b) Recovery of Expenses 249 268 c) Balance Receivable 591 308

8 Aditya Birla My Universe Limited (Formerly known as “Aditya Birla Customer Services Limited”)

Fellow Subsidiary a) Group mediclaim premium 78 5,375 b) Reimbursement of Expenses (Salary Paid)

16 ‑

c) Transfer of Liablity (Employee Transfer)

214 ‑

d) Advertisement Cost ‑ 1,500 e) Balance Payable 1,537 1,725

9 Aditya Birla Money Mart Limited

Fellow Subsidiary a) Advertisement Cost 450 225 b) Balance Payable ‑ 236

10 Aditya Birla Sun Life Insurance Company Limited (formerly known as Birla Sun Life Insurance Company Limited)

Fellow Subsidiary a) Group mediclaim premium 1,74,204 1,33,699 b) Reimbursement of expenses 10,968 813 c) Insurance Expenses 1,751 930 d) Transfer of Liability (Employee Transfer)

3,374 3,326

e) Transfer of Asset (Employee Transfer) ‑ 857 f) Insurance Deposit 1,187 ‑ g) Balance Receivable 1,163 ‑

11 Aditya Birla Wellness Private Limited

Fellow Subsidiary a) Group mediclaim premium 1,123 720 b) Reimbursement of expenses ‑ 3,316 c) Recovery of Expenses 21,167 6,101 d) Outsourcing Contract wellness tracking services

48,181 ‑

e) Transfer of Asset ‑ 638 f) Balance Receivable 37,517 7,654 g) Balance Payable 57,978 3,814

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

90 Annual Report 2017-18

(Amounts in Thousand)

Sr. No.

Name of the related party with whom the transaction has been made

Description of relationship with

the partyNature of Transaction

For the year ended

31st March 2018 31st March 2017

12 Birla Sun Life Asset Management Company Limited

Fellow Subsidiary a) Group mediclaim premium 21,974 21,902 b) Recovery of Expenses 516 252 c) Transfer of Asset (Employee Transfer) 148 ‑ d) Transfer of Liability ‑ 131 e) Balance Receivable ‑ 421 f) Balance Payable ‑ ‑

13 Ultra Tech Cement Limited

Fellow Subsidiary a) Group mediclaim premium Refund 8,000 ‑

b) Group mediclaim premium 40,500 ‑ 14 Metropolitan

International Support (Pty) Ltd.

Foreign Promoter a) Reimbursement of expenses 437 51,229 b) Recovery of Expenses 3,978 7,583

c) IT Development & Support 32,528 ‑ d) Balance Receivable 437 7,583 e) Balance Payable 25,000 71,653

15 MMI Strategic Investment Pty Ltd.

Foreign Promoter a) Issue of Additional Share Capital 1,58,951 19,62,750 b) Securities Premium 19,63,337 14,70,588 c) Share Capital 6,51,113 4,92,162

16 Aditya Birla Nuvo Ltd Fellow Subsidiary a) Group mediclaim premium ‑ 39,678

17 Aditya Birla Commodities Broking Ltd

Fellow Subsidiary a) Group mediclaim premium 19 588

18 Mr. Mayank Bhathwal Key Managerial Personnel

Managerial Remuneration 28,955 22,149

19 Mrs. Shikha Bagai Key Managerial Personnel

Remuneration 8,115 4,107

20 Employee Benefits(a) Defined Contribution Plan:

(’000)

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

Contribution to Provident Fund 36,816 13,776 Contribution to Superannuation Fund ‑ ‑ Contribution to National Pension Scheme ‑ ‑

(b) Defined Benefit Plans - Gratuity and Leave Encashment

The following tables summarize the components of the net employee benefit expenses recognized in the Profit and Loss Account, the fund status and amount recognized in the balance sheet for the gratuity and leave encashment.

Choose To ClimbTake the stairs instead to get some extra steps in and feel the burn in your legs.

Scheduleforming part of financial statements

91Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

Disclosures relating to actuarial valuation of Leave encashment and gratuity liability: (’000)

Gratuity Leave Encashment

2017-18 2016-17 2017-18 2016-17(i) Assumptions Indian Assured

lives Mortality {2006‑08)

Modified Ultimate*

Indian Assured lives Mortality

{2006‑08) Modified

Ultimate*

Indian Assured lives Mortality

(2006‑08) Modified

Ultimate•

Indian Assured Lives Mortality

{2006‑08) Modified

Ultimate•Mortality Rate 100% 100% 100% 100%Discount Rate 7.55% 7.40% 7.55% 7.70%Rate of increase in compensation 7% 7% 7% 7%Rate of leave Availment (Per Annum) NA NA 2% 2%Rate of leave encashment during employment (Per Annum) NA NA 0% 0%(ii) Changes in present value of obligationsPBO at beginning of year 31,044 14,106 7,104 1,849 Interest Cost 2,296 1,085 525 142 Past service CostCurrent Service Cost 18,469 6,537 11,031 2,607 Actuarial loss/(gain) on obligations arising from:‑ Change in demographic assumption (3,927) ‑ (1,121) ‑ ‑ Change in financial assumption (1,187) 1,214 (300) 235 ‑ Experience Variance 2,534 2,374 (966) (92)Benefits paid including transfer in / (out) 2,391 5,727 (307) 2,363 PBO at end of year 51,619 31,044 15,967 7,104 (iii) Amounts to be recognised in balance sheetPBO at end of year 51,619 31,044 15,967 7,104 Net (Asset) / Liability recognised in the balance sheet 2,976 ‑ ‑ ‑ (iv) Expense Recognised Current Service Cost 18,469 6,537 11,031 2,607 Interest Cost 2,296 1,085 525 142 Past Service Cost ‑ ‑ ‑ ‑ Acturial (gain)/ loss‑ Changes in demographic assumption (3,927) ‑ (1,121) ‑ ‑ Changes in financial assumption (1,187) 1,214 (300) 235 ‑ Changes in experience variance 2,534 2,374 (966) (93)Return on plan assets, excluding amount recognised in net interest expense

‑ ‑

Expense recognised in the revenue account 18,184 11,210 9,170 2,891 (v) Movements in the liability recognised in Balance SheetOpening Net liability 31,044 14,106 7,104 1,849 Expenses as above 18,184 11,211 9,170 2,891 Benefits paid/Contribution made 2,391 5,727 529 2,364 Closing Net Liability 51,619 31,044 16,802 7,104 (vi) Changes in fair value of plan assetsFair Value of Plan Assets at beginning of year ‑ ‑ ‑ ‑ Investment Income 2,031 ‑ ‑ ‑ Contributions made 45,709 ‑ ‑ ‑ Benefits paid 2,391 ‑ ‑ ‑ Return on plan assets, excluding amount recognised in net interest expense

(1,488) ‑ ‑ ‑

Fair Value of Plan Assets at end of year 48,642 ‑ ‑ ‑ (vii) Investment details of plan assetsInsurer Managed Fund 100% ‑ ‑ Others ‑ ‑ ‑ ‑ Total fund balance 100% - - -

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

92 Annual Report 2017-18

General discription of plan : The Company operates gratuity plan through a trust wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service. In case of some employees, the Company’s scheme is more favorable as compared to the obligation under Payment of Gratuity Act, 1972.

(viii) Net assets/liability and actuarial experience gain/(loss) for present benefit obligation (‘PBO’) and plan assets(‘000)

Particulars As at 31st March, 2018

As at 31st March, 2017

As at 31st March, 2016

PBO 51,619 31,044 14,106 Plan assets 48,642 ‑ ‑ Net assets/(liability) (2,977) (31,044) (14,106)Experience gain/(loss) on PBO 2534 2374 ‑ Experience gain/(loss) on plan assets ‑ ‑ ‑ Actuarial gain due to change in assumptions (5,115) 1,214 ‑

Best estimate of contibution for next year :

(’000)Particulars Amount

Employees gratuity fund 19,012

(c) Other Benefit Plans - Long term Incentive Plan The following tables summarize the components of the net employee benefit expenses recognized in the Profit and Loss Account and amount recognized in the balance sheet for long term incentive plan.

Disclosures relating to actuarial valuation of long term incentive plan

(‘000)

ParticularsLong term incentive plan

2017-18 2016-17

(i) Assumptions Indian Assured lives Mortality {2006‑08)

Modified Ultimate*

Indian Assured lives Mortality {2006‑08)

Modified Ultimate* Mortality Rate 100% 100%Discount Rate 7.70% 7.15%(II) Amounts to be recognised in balance sheetPBO at end of year 64,655 33,708 Net (Asset) / Liability recognised in the balance sheet 64,655 33,708

21 Earnings Per Share (EPS)

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

Net profit after tax for the year (‘000) (18,92,234) (8,66,721)Weighted average no. of equity shares for basic 11,60,85,682 8,47,75,227 Weighted average no. of equity shares for diluted 11,60,85,682 8,47,75,227 Basic earnings per share (16.30) (10.22)Diluted earnings per share (16.30) (10.22)Nominal value per share 10.00 10.00

Scheduleforming part of financial statements

93Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

22 In pursuant to circular 067 dated 28th March, 2008 issued by IRDA, following operating expenses are separately disclosed: (’000)

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

Transaction processing charges 23,033 407 Call centre charge 28,533 55 Electricity and water 14,161 4,538 Medical charges‑policy issuance 16,282 1,381

23 Expenses of ManagementAs per the IRDA’s Order No.: IRDA/F&A/ORD/EMT/042/03/2013 dated 04‑Mar‑2013, the Company has been exempted from necessary compliances required under section 40C(l) of the Insurance Act, 1938 as amended by Insurance Laws (Amendment) Act, 2015 read with Rule 17E of the Insurance Rules, 1939 for the first five years of its operations.

24 Sector Wise Business Disclosure of Sector wise business based on Gross Direct Premium Income (GDPI) as per Insurance Regulatory and Development Authority (Obligations of Insurers to Rural or Social Sectors) Regulations, 2015 is as under:

(‘000)

Business SectorFor the year ended 31st March, 2018 For the year ended 31st March, 2017

GDPI % of GDPI GDPI % of GDPI

Rural 35,075 1% ‑ ‑

Urban 23,79,341 99% ‑ ‑

Total 24,14,416 100% - -

(’000)

Social Sector For the year ended 31st March, 2018

For the year ended 31st March, 2017

Number of lives 59,398 ‑ GDPI(‘000) 4,985 ‑

25 Premium Deficiency Reserve In accordance with Master Circular and Corrigendum on Master Circular on preparation of financial statement issued by IRDAI vide circular number IRDA/F&I/CIR/F&A/231/10/2012 dated October 5, 2012 and circular number IRDA/F&A/CIR/FA/126/07/2013 dated July 3, 2013 respectively, in respect of calculation and recognition of Premium deficiency, the premium deficiency for the following segments is:

(’000)

Particulars For the year ended 31st March, 2018

For the year ended 31st March, 2017

Health (37,847) 37,847 Personal Accident ‑ ‑

26 Actuarial valuation of claims where claims period exceeds four yearsCurrently the Company does not offer any product where the claim payment term exceeds four years. Hence, no actuarial assumptions have been disclosed.

27 Micro Small and Medium EnterprisesThere is no Micro, Small and Medium Enterprise to which the Company owes dues, which are outstanding for more than 45 days during the year ended March 31, 2018. This information‑as required to be disclosed under Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

94 Annual Report 2017-18

28 Share CapitalDuring the year the Company has increased its authorized share capital from ‑: ` 10,10,000 thousands to ` 15,00,000 thousands. The Company has allotted ` 132,99,99,988 worth of equity shares as per below details:

Allotment date : 1st September, 2017

Name of Shareholder No. of shares Price per share Amount (‘000) Proportion of holding

Aditya Birla Financial Services Ltd 1,36,82,927 41 5,61,000 51%MMI Strategic Investment Pty LTD 1,31,46,341 41 5,39,000 49%

Allotment date : 28th March, 2018*

Name of Shareholder No. of shares Price per share Amount (‘000) Proportion of holding

Aditya Birla Capital Limited (ABCL) 28,60,976 41 1,17,300 51%MMI Strategic Investment Pty LTD 27,48,780 41 1,12,700 49%

*The Company is in the process of filling requisite documents with the Registrar of Companies.

29 Penal action taken by various Authorities IRDA circular no 005/IROA/F&A/CIR/MAY‑09 requires disclosure as per given format in respect of penal actions taken by various Government Authorities.

Authority Non-Compliance / Violation Penalty Awarded Penalty Paid Penalty Waived /

Reduced

1. Insurance Regulatory and Development Authority N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

2. Service Tax Authorities N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

3. Good and Service Tax Authorities N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

3. Income Tax Authorities N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

4. Any other Tax Authorities N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

5. Enforcement Directorate/ Adjudicating Authority/Tribunal or any Authority under FEMA

N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

6. Registrar of Companies/ NCLT/CLB/Department of Corporate Affairs or any Authority under Companies Act, 2013/1956

N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

7 Penalty awarded by any Court/ Tribunal for any matter including claim settlement but excluding compensation

N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

8. Securities and Exchange Board of India N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

9. Competition Commission of India N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

10. Any other Central/State/Local Government/Statutory Authority

N/A ‑ ‑ ‑ (N/A) (‑) (‑) (‑)

(31st March,2017 figures are in brackets)

Ban Electronics in BedWhilst you might feel the need to see what everyone is doing on Facebook before you go to bed, checking your phone in bed can actually stop you from getting good night’s sleep. Try a book instead.

Scheduleforming part of financial statements

95Schedule

Financial Statements 58-96Statutory Reports 22-56Corporate Overview 01-21

30 Summary of Financial Statements is provided as under: (’000)

Particulars 2017-18 2016-17 2015-16*Operating ResultsGross Premium Written 24,31,676 5,40,424 ‑ Net Earned Premium Income 15,19,812 1,34,830 ‑ Income from Investments (net) 1,01,211 59,391 ‑ Other Income 100 ‑ ‑ Total Income 16,21,123 1,94,221 ‑ Commissions (Net) (Including Brokerage 1,89,173 32,497 ‑ Operating Expenses 20,69,364 8,34,768 ‑ Net Incurred Claims 13,53,467 1,66,396 ‑ Premium deficiency reserve (37,847) 37,847 ‑ Operating Profit/(Loss) (19,53,034) (8,77,287) ‑ Non-Operating ResultsTotal Income under Shareholders Account 60,801 10,571 ‑ Profit /(loss) before tax (18,92,233) (8,66,716) ‑ Provision for Tax ‑ ‑ (1,51,881)Profit/(Loss) after tax (18,92,233) (8,66,716) (1,51,881)MiscellaneousPolicyholder’s Account:a) Total funds 13,51,558 11,92,504 ‑ b)       Total Investments Insurance 13,51,558 7,70,979 ‑ c)       Yield on Investments Company 7.65% 6.33% ‑ Shareholder’s Account:a)       Total funds 7,49,189 15,18,255 ‑ b)       Total Investments 7,49,189 15,18,255 ‑ c)       Yield on Investments 6.92% 7.85% ‑ Paid Up Equity Capital 13,28,802 10,04,412 1,80,000 Net Worth 8,94,042 14,56,276 27,993 Total Assets 33,45,212 31,25,096 1,80,452 Yield on total investments 7.29% 7.72% ‑ Earning Per Share (`) (16.30) (10.22) (39.38)Book value per Share (`) 7 14 10 Total Dividend ‑ ‑ ‑ Dividend Per share ‑ ‑ ‑

* The Company had received the certificate of registration with IRDAI on 11th July, 2016 and thus summary of financial statement is not provided for FY 2015‑16.

Scheduleforming part of financial statements

Aditya Birla Health Insurance Co. Limited

96 Annual Report 2017-18

31 Accounting Ratios:

Performance RatiosAs at

31st March, 2018As at

31st March, 2017In times or % In times or %

Gross Premium Growth Rate (Overall) 350% ‑ Gross Premium Growth Rate (Health) 334% ‑ Gross Premium Growth Rate (Personal Accident) 1237% ‑ Gross Direct Premium to Net worth Ratio 2.72 0.37Growth rate of Net Worth ‑39% 0%Net Retention Ratio (Overall) 94% 95%Net Retention Ratio (Health) 95% 95%Net Retention Ratio (Personal Accident) 85% 82%Net Commission Ratio (Overall) 8% 6%Net Commission Ratio (Health) 9% 6%Net Commission Ratio (Personal Accident) 3% 12%Expense of Management to Gross Direct Premium Ratio 93% 161%Expense of Management to Net Written Premium Ratio 99% 169%Net Incurred Claims to Net Earned Premium 89% 123%Combined Ratio 188% 293%Technical Reserves to net premium ratio 0.60 0.95Underwriting balance ratio ‑1.38 ‑6.67Operating profit ratio ‑131% ‑623%Liquid Assets to liabilities ratio 0.22 1.61Net earnings ratio ‑83% ‑169%Return on net worth ratio ‑212% ‑60%Reinsurance Ratio 6% 5%Claim Ratio 56% 31%Available Solvency Margin (ASM) to Required Solvency Margin (RSM) ratio 1.67 2.88

32 Corporate Social ResponsibilityThe provision of section 135 of Companies Act, 2013, relating to corporate social responsibility do not apply to the company for the year under audit.

33 Provision for Free Look period The provision for Free Look period is INR 2,570 Thousand (31st March, 2017 : Nil) as duly certified by the Appointed Actuary.

34 Loan Restructuring The Company has not given any loans during the financial year and in the previous year.

35 Previous year figures have been regrouped / reclassified wherever necessary to conform to current years grouping / classification.

CORPORATE ADDRESS:Aditya Birla Health Insurance Co. Limited10th floor, Rtech Park, Nirlon Compound, Western Express Highway, Goregaon East, Mumbai 400 063.