T +91 22 4303 1000

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www.reliancenipponlife.com
IRDAI Registration No: 121
CIN: U66010MH2001PLC167089

RELIANCE NIPPON LIFE INSURANCE COMPANY LIMITED

(CIN: U66010MH2001PLC167089)
Registered Office: Unit No.401B, 402,403 & 404,4th Floor, Inspire-BKC G Block, BKC
Main Road, BKC, Bandra East Mumbai City MH 400051 Tel - +91 22 4303 1000
Email: ekta.s.thakurel@relianceada.com Website: www.reliancenipponlife.com

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the 21st Annual General Meeting (AGM) of the Members of
Reliance Nippon Life Insurance Company Limited will be held on Wednesday, 27th Day
of July 2022 at 9:00 A.M. (IST), at Board Room at Unit No.401B, 402,403 & 404,4th Floor,
Inspire BKC, G Block, BKC Main Road, BKC, Bandra East Mumbai - 400051 and through
Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the
following business:

Ordinary Business:

1. To receive, consider and adopt the Audited Revenue Account, Profit and Loss
Account, Receipts and Payments Account, Cash flow Statement for the year
ended March 31, 2022 and Balance Sheet as on that date together with the
Reports of the Board of Directors, Auditors and Management thereon as on
March 31, 2022.

2. To appoint a Director in place of Shri Tomohiro Yao (DIN: 08429687) who retires
by rotation and being eligible offers himself for re–appointment.

Special Business:

3. To approve the appointment of Shri Venkata Rao Yadagani (DIN: 08873102) as

a Non – Executive Director of the Company:
Page 1 of 35
 To consider and if thought fit, to pass with or without modifications, the following motion
as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152,161,164 and any other
applicable provisions of the Companies Act, 2013 (“the Act”), the Companies
(Appointment and Qualification of Directors) Rules, 2014, (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), subject to approval
of IRDAI or any authority as may be required from time to time, Shri Venkata Rao
Yadagani (DIN: 08873102), who was appointed as an Additional Director (Category: Non-
Executive Director) of the Company, with effect from January 27, 2022 by the Board of
Directors and who holds office up to the date of this Annual General Meeting, has given
his consent and whose candidature for the office of Director and in respect of whom the
Company has received a Notice in writing from a Member under Section 160(1) of the
Act, proposing his candidature for the office of Director, be and is hereby appointed as a
Non – Executive Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT any one of the Director(s) of the Company, Shri. S.V.
Sunder Krishnan, Chief Risk Officer, Ekta Thakurel, the Company Secretary and / or Shri
Rajesh Kumavat, Principal Compliance Officer, be and are hereby individually and
severally authorized to file the necessary forms with the Registrar of Companies / any
other Regulator and to do all such acts, deeds and things as may be necessary and
expedient to give effect to the aforesaid motion.”

4. To approve the appointment of Shri Koji Ichiba (DIN: 08093718) as a Non –

Executive Director of the Company:

To consider and if thought fit, to pass with or without modifications, the following motion
as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152,161,164 and any other
applicable provisions of the Companies Act, 2013 (“the Act”), the Companies
(Appointment and Qualification of Directors) Rules, 2014, (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), subject to approval
of IRDAI or any authority as may be required from time to time, Shri Koji Ichiba (DIN:
08093718), who was appointed as an Additional Director (Category: Non-Executive

Page 2 of 35
 Director) of the Company, with effect from March 25, 2022 by the Board and who holds
office up to the date of this Annual General Meeting, has given his consent and whose
candidature for the office of Director and in respect of whom the Company has received
a Notice in writing from a Member under Section 160(1) of the Act, proposing his
candidature for the office of Director, be and is hereby appointed as a Non – Executive
Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT any one of the Director(s) of the Company, Shri S.V.
Sunder Krishnan, Chief Risk Officer, Ekta Thakurel, the Company Secretary and / or Shri
Rajesh Kumavat, Principal Compliance Officer , be and are hereby individually and
severally authorized to file the necessary forms with the Registrar of Companies / any
other Regulator and to do all such acts, deeds and things as may be necessary and
expedient to give effect to the aforesaid motion.”

5. To approve the appointment of Shri Mrutyunjay Mahapatra, (DIN: 03168761) as a

Non – Executive Director of the Company:

To consider and if thought fit, to pass with or without modifications, the following motion
as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152,161,164 and any other
applicable provisions of the Companies Act, 2013 (“the Act”), the Companies
(Appointment and Qualification of Directors) Rules, 2014, (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force), subject to approval
of IRDAI or any authority as may be required from time to time, Shri Mrutyunjay
Mahapatra, (DIN: 03168761), who was appointed as an Additional Director (Category:
Non-Executive Director) of the Company, with effect from April 27, 2022 by the Board and
who holds office up to the date of this Annual General Meeting, has given his consent and
whose candidature for the office of Director and in respect of whom the Company has
received a Notice in writing from a Member under Section 160(1) of the Act, proposing
his candidature for the office of Director, be and is hereby appointed as a Non – Executive
Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT any one of the Director(s) of the Company, Shri S.V.
Sunder Krishnan, Chief Risk Officer, Ekta Thakurel, the Company Secretary and / or Shri

Page 3 of 35
 Rajesh Kumavat, Principal Compliance Officer be and are hereby individually and
severally authorized to file the necessary forms with the Registrar of Companies / any
other Regulator and to do all such acts, deeds and things as may be necessary and
expedient to give effect to the aforesaid resolution.”

6. To approve the remuneration of Shri Ashish Vohra (DIN: 07587824) Executive

Director and Chief Executive Officer of the Company:

To consider and if thought fit, to pass with or without modification(s), the following motion
as a Special Resolution:

“RESOLVED THAT pursuant to the resolutions passed by the Board of Directors of the
Company at their Meetings held on June 28, 2022, and pursuant to the provisions of
Section 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act
2013 (including any statutory modification(s) or re-enactments thereof for the time being
in force), Articles of Association of the Company and Section 34A of the Insurance Act,
1938 and subject to the approval of IRDAI, consent of the Members be and is hereby
accorded for the following terms of remuneration of Shri Ashish Vohra, Executive Director
& CEO of the Company:

i) payment of Rs. 6.31 Crore as annual bonus for the Financial Year 2021-22 to
the CEO of the Company (FY 2022 Bonus KPI grid pre-approved by Board of
Directors at its Meeting held on June 29, 2021), subject to all necessary prior
approvals from the IRDAI under the extant regulatory dispensation.
ii) an absolute increase of Rs. 50 lacs on the total fixed pay for Shri Ashish Vohra,
Executive Director & CEO as a part of annual compensation for the FY 2022-
23.
iii) allotment of following phantom stocks as a part of 2022 Phantom Stock Option
Scheme to Shri Ashish Vohra, Executive Director & CEO of the Company:

Phantom Stock FY 2022 scheme: Total number of Phantom ESOPs

proposed are 44,47,336 ESOPs to be allocated at the grant price of Rs. 46.47
per ESOP (which is the prevailing market value of the business) for the total
value of Rs. 20.67 Crore. The vesting criteria is 25% at the end of each year,
over a period of 4 years. The maximum payout caps for 2022 Phantom ESOPs
in FY 2023 - 24, FY 2024-25, FY 2025-26 & FY 2026-27 will be
Page 4 of 35
 Rs. 1,03,33,385, Rs. 2,27,33,447, Rs. 3,76,13,522 and Rs. 5,54,69,612,
respectively. The ESOP grant price is computed using the discounted cash
flow methodology as determined by an independent SEBI Registered
Merchant Banker Valuation Report.

iv) the pay-outs scheduled for the financial year 2022-23 based on the Phantom
shares vesting to the CEO of previously granted schemes be and are hereby
approved for an amount not exceeding Rs. 2,52,71,488. (The maximum caps
of earnings for FY 2022- 23, pre-approved by Board and IRDAI for RNLIC
Phantom ESOP Schemes being Rs. 5,91,55,467) as EOM compliance and KPI
targets have been reported to be met. RNLIC Phantom Schemes released
prior to 2019 scheme continue Embedded Value methodology wherein price
per share as on April 1, 2022, is Rs. 135.1 and

v) payment of the FY 2023 KPIs and FY 2023 bonus grid, other annual compensation
to the Executive Director & CEO as per Form C are attached as Annexure 2.

RESOLVED FURTHER THAT any of the Directors of the Company, Shri S.V.
Sunder Krishnan, Chief Risk Officer and / or Shri Rajesh Kumavat, Principal
Compliance Officer, Shri Srinivas Ladwa, Chief Human Resource Officer, Smt.
Ekta Thakurel Company Secretary of the Company be and are hereby jointly and
severally authorized to take steps to give effect to this approval and to do all such
acts, deeds and things as may be necessary and expedient to give effect to the
above resolution.”

By Order of the Board of Directors

For Reliance Nippon Life Insurance Company Limited

Sd/-

Ekta Thakurel

Company Secretary

Page 5 of 35
Place: Mumbai

Date: July 5, 2022

Registered Office:

Unit No.401B, 402,403 & 404,4th Floor, Inspire-BKC, G Block, BKC Main Road, BKC,
Bandra East Mumbai City MH 400051 CIN: U66010MH2001PLC167089

Page 6 of 35
NOTES:

1) Statement pursuant to Section 102(1) of the Companies Act, 2013 (“Act”), in respect
of the Special Business to be transacted at the Annual General Meeting (“AGM”) is
annexed hereto.

2) In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs

(“MCA”) has vide it’s circular dated May 5, 2020 read with circulars April 8, 2020,
April 13, 2020, June 15, 2020, September 28, 2020 and December 31, 2020
December 8, 2021 and May 5, 2022 (collectively referred to as “MCA Circulars”)
permitted the holding of the “AGM” through Video Conferencing (VC) / Other Audio-
Visual Means (OAVM), without the physical presence of the Members at a common
venue. Accordingly, in compliance with the provisions of the Act and MCA Circulars,
the AGM of the Company will also be held through two-way Video Conferencing
facility.

3) Owing to the difficulties involved in dispatching of physical copies of the Notice of

AGM, the Notice of the AGM is being sent in electronic mode to Members whose e-
mail address is registered with the Company. Members may note that the Notice
and Annual Report 2021-22 will also be available on the Company’s website
www.reliancenipponlife.com. The Company will further continue to send all such
documents by electronic mail / in electronic form, which Members may kindly note.

4) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED

TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF
HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE
COMPANY (ONLY FOR A MEMBER WHO IS UNABLE TO ATTEND IN PERSON
AS WELL AS THROUGH VC). PROXIES IN ORDER TO BE VALID AND
EFFECTIVE MUST BE LODGED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF
MEETING.

5) Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI,

etc.) are required to send a scanned copy (PDF / JPG Format) of its
Board or governing body Resolution / Authorization, etc., authorizing its
representative to attend and vote in the AGM through VC / OAVM on its behalf, by
e-mail through its registered e-mail address to ekta.s.thakurel@relianceada.com or

Page 7 of 35
 by sending in physical form addressed to the Company Secretary at the Registered
Office of the Company.

6) Members attending the AGM through VC / OAVM shall be counted for reckoning the
quorum under Section 103 of the Act.

7) Item No. 2 of the Notice: Pursuant to the provisions of Section 152 of The
Companies Act, 2013 which prescribes that Non-Independent Directors only will be
reckoned for determining Directors liable to retire by rotation, the Company has
determined retiring Director (being Non-Independent Director only) and his eligibility
for re-appointment under the said provisions. Pursuant to Secretarial Standard - 2
issued by Institute of Company Secretaries of India, additional information about
Shri Tomohiro Yao is enclosed in Annexure 1. Re-appointment of Shri Tomohiro
Yao was recommended by the Board Nomination and Remuneration Committee
and Board of Directors of the Company. Except Shri Tomohiro Yao, none of the
other Directors, Key Managerial Personnel of the Company or their relatives are
concerned or interested, financially or otherwise, in the above resolution.

8) Relevant documents referred to in the accompanying Notice calling the AGM are
available on the website of the Company for inspection by the Members.

9) In case of joint holders, the Member whose name appears as the first holder in the
order of names as per the Register of Members of the Company will be entitled to
vote at the AGM.

10) The Chairman of the Meeting shall appoint scrutineers, in accordance with Articles
of Association of the Company for conducting the poll process in a fair and
transparent manner.

11) Kindly register your email address and contact details with us, by writing to us
addressed to the Secretarial Department at our email ID:
ekta.s.thakurel@relianceada.com This shall help us in sending of notices, annual
reports, and other shareholder communications in electronic form.

12) The Deemed venue for 21st AGM shall be at the registered office of the Company.

Page 8 of 35
13) The format of the attendance slip is herewith. Member/ Proxy, desirous of attending
the Meeting, must bring the Attendance Slip (enclosed herewith) to the Meeting duly
completed and signed, and hand over the same at the Meeting.

14) All documents referred to in the Notice and the Explanatory Statement, and requiring
Member’s approval, and such statutory records and registers, as are required to be
kept open for inspection under the Companies Act, 2013, shall be available for
inspection by the Members at the Registered Office of the Company between 10.30
a.m. to 5.30 p.m. on all working days from the date hereof upto the date of the
meeting and will also be available for inspection at the venue of the meeting and
also available in electronic mode to the member upon receipt of a request for the
same by the Company Secretary at ekta.s.thakurel@relianceada.com; on all
working days upto the date of the meeting.

15) A Route Map showing directions to reach the venue of the 21st Annual General
Meeting is attached herewith.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC / OAVM

ARE AS UNDER:

a. Facility of joining the AGM through VC / OAVM shall open 15 minutes before the
time scheduled for the AGM and Members who may like to express their views or
ask questions during the AGM may register themselves by writing us in advance
via email at ekta.s.thakurel@relianceada.com.

The login details for joining the Annual General Meeting are as follows:

(Instructions shall be forwarded shortly over e-mail)

A) Instructions for Laptop Participants

- Open weblink in your chrome browser _________________

1) Select join as guest

2) Enter meeting ID _____________
3) Enter passcode - leave blank /not required.
4) Enter name – your own name.

Page 9 of 35
 5) Select computer audio.
6) Join meeting.

B) Instructions for mobile or tab Participants:

1) Please go to Appstore or play store to download the “Blue jeans” app.

2) Open app.
3) Meeting id ______________
4) Put your name

C) Instructions to join with Polycom or other room system:

1) Dial IP __________
2) Meeting ID _____________

Further, the facility of joining AGM will be closed on expiry of 15 minutes from the
scheduled time of the AGM. Those Members who register themselves as speaker
will only be allowed to express views / ask questions during the AGM. The
Company reserves the right to restrict the number of speakers and time for each
speaker depending upon the availability of time for the AGM.

b. Members who need technical assistance before or during the AGM, can contact
on ekta.s.thakurel@relianceada.com or can contact Company officials on
9685741341.

c. Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of The
Companies (Management and Administration) Rules, 2014 and amended
thereafter, the Company is not required to provide e-voting facility to the members
to cast and record their vote for General meetings.

d. In compliance with the MCA circulars and applicable provisions of the Companies
Act, 2013 and rules made thereunder, the members will have a facility to vote on
the proposed agenda matters of the Notice convening the AGM, through Poll in
accordance with section 109 of the Act.

Page 10 of 35
e. During the meeting held through VC or OAVM facility, where a poll on any items
is demanded, the members shall cast their vote on the resolutions only by e-mail
through its registered e-mail address on which they have received the AGM notice
to ekta.s.thakurel@relianceada.com. Poll papers along with the AGM Notice will
be sent to the members and the members are requested to cast their vote on the
proposed agenda matters as stated in the notice convening the AGM during the
meeting and send it to ekta.s.thakurel@relianceada.com through your registered
email address.

f. The poll process shall be conducted, and a report thereon shall be prepared in
accordance with Section 109 of the Companies Act, 2013 read with the relevant
rules made there under.

g. The relevant documents referred to in the Notice will be available electronically for
inspection by the members during the AGM. All documents referred to in the
Notice will also be available electronically for inspection without any fee by the
members from the date of circulation of this Notice up to the date of AGM.
Members seeking to inspect such documents can send an email to
Ekta.S.Thakurel@relianceada.com

h. Shareholders can update their mobile numbers and e-mail IDs (which may be
used for sending future communication(s) by writing to
ekta.s.thakurel@relianceada.com.

Page 11 of 35
 EXPLANATORY STATEMENT
(PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013)

Annexed to the Notice convening the 21st Annual General Meeting to be held on
July 27, 2022

Item No. 3:

Shri Venkata Rao Yadagani was appointed as an Additional Director (Non-Executive) of

the Company by the Board on recommendations of the Board Nomination and
Remuneration Committee vide circular resolution passed on January 27, 2022. He is
required to vacate his office at the ensuing Annual General Meeting and is eligible for
appointment as a Non-Executive Director.

The Board is of the view that the appointment of Shri Venkata Rao Yadagani as a Non-
executive Director would immensely benefit the Company

Shri Venkata Rao Yadagani is not disqualified from being appointed as Director in terms
of Section 164(2) of the Act and has given his consent to act as Director. Requisite Notice
under Section 160 of the Act proposing the appointment of Shri Venkata Rao Yadagani
has been received by the Company.

The details of Shri Venkata Rao Yadagani, as required to be given pursuant to the
Secretarial Standard on General Meetings, are attached as Annexure 1 to this Notice.

The Board recommends the passing of the Ordinary Resolution as set out in the Item no.
3 of the Notice for the appointment of Shri Venkata Rao Yadagani as a Non-Executive
Director, liable to retire by rotation.

Except Shri Venkata Rao Yadagani, none of the other Directors, Key Managerial
Personnel of the Company or their relatives are concerned or interested, financially or
otherwise, in the above resolution.

Item No. 4:

Shri Koji Ichiba was appointed as an Additional Director (Non-Executive) of the Company
by the Board on the recommendations of the Board Nomination and Remuneration
Committee vide circular resolution w.e.f. March 25, 2022. He is required to vacate his
office at the ensuing Annual General Meeting and is eligible for appointment as a Non-
Executive Director.

Page 12 of 35
The Board of Directors are of the view that the appointment of Shri Koji Ichiba as a Non-
executive Director would immensely benefit the Company.

Shri Koji Ichiba is not disqualified from being appointed as Director in terms of Section
164(2) of the Act and has given his consent to act as Director. Requisite Notice under
Section 160 of the Act proposing the appointment of Shri Koji Ichiba has been received
by the Company.

The details of Shri Koji Ichiba, as required to be given pursuant to the Secretarial Standard
on General Meetings, are attached as Annexure 1 to this Notice.

The Board recommends the passing of the Ordinary Resolution as set out in the Item no.
4 of the Notice for the appointment of Shri Koji Ichiba as a Non-Executive Director, liable
to retire by rotation.

Except Shri Koji Ichiba, none of the other Directors, Key Managerial Personnel of the
Company or their relatives are concerned or interested, financially or otherwise, in the
above resolution.

Item No. 5:

Shri Mrutyunjay Mahapatra was appointed as an Additional Director (Non-Executive) of

the Company by the Board on recommendation of the Board Nomination and
Remuneration Committee vide circular resolution w.e.f. April 27, 2022. He is required to
vacate his office at the ensuing Annual General Meeting and is eligible for appointment
as a Non-Executive Director.

The Board is of the view that the appointment of Shri Mrutyunjay Mahapatra as a Non-
executive Director would immensely benefit the Company.

Shri Mrutyunjay Mahapatra is not disqualified from being appointed as Director in terms
of Section 164(2) of the Act and has given his consent to act as Director. Requisite Notice
under Section 160 of the Act proposing the appointment of Shri Mrutyunjay Mahapatra
has been received by the Company.

The details of Shri Mrutyunjay Mahapatra, as required to be given pursuant to the

Secretarial Standard on General Meetings, are attached as Annexure 1 to this Notice.

The Board recommends the passing of the Ordinary Resolution as set out in the Item no.
5 of the Notice for the appointment of Shri Mrutyunjay Mahapatra as a Non-Executive
Director, liable to retire by rotation.

Page 13 of 35
Except Shri Mrutyunjay Mahapatra, none of the other Directors, Key Managerial
Personnel of the Company or their relatives are concerned or interested, financially or
otherwise, in the above resolution.

Item No. 6

Under Section 34A of the Insurance Act, 1938, appointment / re-appointment and
remuneration of the Executive Director & Chief Executive Officer requires approval of
IRDAI.

The Board of Directors of the Company at their Meeting(s) held on June 28, 2022, had
approved the revision in the terms and conditions of his appointment and compensation
of Shri. Ashish Vohra, Executive Director & CEO of the Company, as per Form C enclosed
& FY22 Year End Bonus recommendations for the year 2021-22, 2022 RNLIC Phantom
ESOP & payout of vested ESOPs approved in previous years in to be paid in FY 2022-
23 and FY 2023 KPI & CEO Bonus Grid. Bonus pay-out of Rs. 6.31 Crore for FY 2022.

a) The Annual Bonus Pool Recommendation is of Rs. 6.31 Crore for Executive
Director(“ED”) Chief Executive Officer (“CEO”). The said amount was derived basis
the Organization Performance Linked KPI – bonus pool grid for FY 2020-21 for the
CEO which was approved by the Board of Directors of the Company vide resolution
dated June 29, 2021and the shareholders on June 29, 2021. The Organization KPI
achievement score is 139% and, accordingly, annual bonus linked to 139% of KPI
achievement would amount to Rs. 6.31 Crore. The said bonus grid was also approved
by IRDAI.

b) Fixed Salary increase proposal of Rs. 50 lacs CTC:

An increase of Rs. 50 Lacs in the fixed pay is proposed to the CTC of Shri Ashish
Vohra, Executive Director & CEO of the Company.

c) 2022 RNLIC Phantom ESOP grant of 44,47,336 Phantom ESOPs (“ESOP”) at a grant
price of Rs. 46.47 per ESOP & Total grant value of Rs. 20.67 Cr. based on Discounted
Cash Flow methodology and payout of vested ESOPs approved in previous years in
2022.
The 2022 Phantom ESOPs grant to the ED & CEO of total grant value of Rs. 20.67
Crore is proposed. An independent merchant banker, using the Discounted Cash Flow
method, as directed by IRDAI determined the grant price at Rs. 46.47 per ESOP. The
said valuation would also be used to determine the exercise price for all 2019 ESOP
vesting in 2021. The number of shares granted to the ED & CEO under the 2022
Page 14 of 35
 RNLIC Phantom ESOP grant was same as that granted under the 2019 RNLIC
Phantom ESOP Scheme. The maximum cap of payout for 2022 RNLIC Phantom
ESOP for all future vesting tranches would be as follows:
Grant Value (Rs.) 20,66,67,704
*Grant Price (Estimate)(Rs.) 46.47
Total Shares granted based on
estimated share price 44,47,336
Year of vesting Vested grants Max cap (Rs. In Crore)
2023 1111834 1.03
2024 1111834 2.27
2025 1111834 3.76
2026 1111834 5.55

The previous grants based on Embedded Value methodology would continue to vest
as per the plan rules. The exercise price for these ESOPs would be Rs.135.1 per
ESOP and the maximum caps approved by the shareholders would be applied for all
phantom ESOPs exercised in 2022. Details of the caps were as follows:

d) The FY 2023 KPIs and linked FY 2023 bonus grid for CEO
The FY 23 Organization KPI Grid is placed at Annexure 2(A). The FY 23 bonus grid is
also placed as Annexure 2(B) for approval.
Relevant documents referred to in the accompanying Notice calling the AGM are available
on the website of the Company for inspection by the Members" in the explanatory item
no.6.

Pursuant to Secretarial Standard-2 issued by Institute of Company Secretaries of India,

additional information about Shri Vohra is enclosed in Annexure 1.

Shri Vohra and his relatives are interested in this Resolution. None of the other Directors
and Key Managerial Personnel of the Company, or their relatives, is interested in this
Page 15 of 35
Resolution. Shri Vohra is not related to any of the Directors or Key Managerial Personnel
of the Company.

The Board recommends the passing of the Special Resolution as set out in the Item no.
6 of the Notice.

Page 16 of 35
 By Order of the Board of Directors

For Reliance Nippon Life Insurance Company Limited

Sd/-

Ekta Thakurel

Company Secretary

Place: Mumbai

Date: July 5, 2022

Page 17 of 35
 Annexure 1

Name of Shri Tomohiro Yao Shri Venkata Rao Shri Koji Ichiba Shri Mrutyunjay Shri Ashish
Director Yadagani Mahapatra Vohra
Category Non-Executive Director Non-Executive Non-Executive Non-Executive Executive
Director & Chief
Executive Officer
DIN 08429687 08873102 08093718 03168761 07587724
Age 51 years 61 years 51 years 51 years 57 years
Qualification B.A. (Law) from Kyoto Master of Business B.A. in Law, Doshisha M.Sc (Physics), Mechanical
University and an MBA from Administration in University. Advanced Diploma in Engineer from IIT-
Wharton School, University of Finance from Osmania Management, Diploma BHU and holds a
Pennsylvania. University, Hyderabad in Industrial Finance, Post Graduate
and holds a bachelor’s Certified Financial Diploma in
degree in Science Planner, Honorary Management
from University of Fellow of Indian from IIM,
Andhra. Institute of Bankers, Bangalore.
Distinguished Alumnus
of Berhampur
University.

Page 18 of 35
Name of Shri Tomohiro Yao Shri Venkata Rao Shri Koji Ichiba Shri Mrutyunjay Shri Ashish
Director Yadagani Mahapatra Vohra
Nature of Shri Tomohiro Yao is the Shri Venkata Rao Shri Koji Ichiba has Shri Mrutyunjay Shri Ashish Vohra
Expertise/ General Manager of Global Yadagani has a rich over 28 years of Mahapatra has over 3 worked with Max
Experience and Insurance Business at Nippon working experience of experience in life decades (~39 years) of Life Insurance,
Brief Resume Life Insurance Company. around 40 years in insurance Industry rich experience in India where he
Insurance, Banking since he joined in senior leadership was playing an
He is a seasoned professional and Mutual Fund 1993. He was positions in General instrumental role
with over 23 years of across verticals such involved in planning Management and in key initiatives
experience in the life insurance as Investments, and development for diverse areas of IT, such as to grow
industry. He has extensive Operations, Sales, IT sales channel at Innovation, Strategy, top line, deliver
knowledge of Planning & and HR Training & regional office and Decision support channel
Research and Global Development. zonal office at Nippon Systems, Corporate profitability
Business Planning at Nippon Life. From 2001 to Banking, International through revenue
Life, Japan. In 2011, he He was the Chief 2006, he was Banking, syndications, and cost
assumed charges as Investment officer of seconded to Bangkok Private Equity, management,
Executive Assistant to the Star Union Dai-Ichi Life Assurance in Investments, Credit acquire and build
Chairman of Life Insurance Life Insurance Thailand. At Nippon appraisal and new Distribution,
Association, Japan for 2 years. Company Limited and Life he was in charge Administration, Retail deliver 13 months
Following which he was LIC Mutual Fund in the of international banking and Branch persistency and
engaged in Nippon Life’s past. He was earlier operations including Management, Forex manage
Global Business Planning, the Non- Executive strategic investment Operations, Client compliance in
leading Nippon Life’s Chairman of Technical into Prudential Relationship Distribution and
international M&A strategy. Consultancy Financial in 2009 and Management and ensure
Organisation, other various deals Personnel Origination quality
APITCO, Hyderabad outside Japan. Management in the & market conduct.
and is currently From 2011 to 2015 he Banking Sector. Prior to joining
Trustee on the Board was Head- Nearly 8 years of Max Life
of National Pension Representative overseas experience in Insurance, he was
Page 19 of 35
Name of Shri Tomohiro Yao Shri Venkata Rao Shri Koji Ichiba Shri Mrutyunjay Shri Ashish
Director Yadagani Mahapatra Vohra
System Trust (NPS). Nippon Life senior and country an Executive Vice
He has conducted Insurance, leading head positions in USA President and
more than 200 the development of and UK. Multifarious Head-
seminars and new distribution international exposure Commercial
workshops on varied channel. He was also through Loan, business at
subjects such as on the board of investment and M&A Fullerton India
Functional, behavioral RNLIC from 2018 to deals, working in global Credit
and Regulatory 2019. boards, wide travels Corporation,
aspects etc. He has Currently, he is and advisory roles. India. In this key
been a guest speaker responsible for driving He is a former CEO of role he was
and panel Member at Nippon Life’s Syndicate Bank and responsible for P
various management Overseas insurance worked in the boards of & L of the
and training institutes. business across the Canara Bank, C-edge business. Also he
globe including India. (An IT company which played a key role
is a JV of TCS), NPCI in developing the
(National Payment India strategy &
Corporation of India), Business Model
DSCI, SBI California, including blueprint
SBI Canada. Also of the execution
worked in the board of plan. He started
IIFCL UK (An overseas his career with
infra funding company) Eicher Motors Ltd
as GOI nominee. Was as Regional
also in the Customer Manager Sales in
Advisory boards of 1987.
CISCO, HP, Red hat-
Linux, Infosys-Finacle.
Page 20 of 35
Name of Shri Tomohiro Yao Shri Venkata Rao Shri Koji Ichiba Shri Mrutyunjay Shri Ashish
Director Yadagani Mahapatra Vohra
Worked as Chairman of
the Fintech group of
AIMFAI (All India
Mobile and Fintech
Association of India)
and Chairman of Indian
Bank’s CIO council of
IDRBT.
First April 24, 2019 January 27, 2022 He was Non- April 27, 2022 Appointed as ED
Appointment on Executive Director of and CEO w.e.f.
the Board the Company w.e.f. October 1, 2016,
March 25, 2018 till for 3 years
April 24, 2019. Re-appointed as
ED and CEO
Thereafter, he was w.e.f. October 1,
appointed w.e.f. 2019.
March 25, 2022 Re-appointed as
ED and CEO
w.e.f. October 1,
2021 for a period
of three years.
Terms & As per terms and conditions of appointment/ re-appointment along with details of remuneration, as Appointed as an
Conditions of approved by the Board and liable to retire by rotation Executive
Appointment Director & Chief
Executive Officer
of the Company
as per terms and
Page 21 of 35
Name of Shri Tomohiro Yao Shri Venkata Rao Shri Koji Ichiba Shri Mrutyunjay Shri Ashish
Director Yadagani Mahapatra Vohra
conditions of
appointment/ re-
appointment
along with details
of remuneration,
as approved by
the Board.

Last Drawn As a Non-executive Director, he is entitled to sitting fees for attending meetings of the Board/Committees. As per Form C
Remuneration enclosed
and Details
along with
remuneration
sought to be
paid
No. of shares Nil
held in the
Company
Relationship Not related
with other
Directors/
Manager/KMP
No. of Board 6 of 6 meetings held 2 of 2 Board Meeting - - 6 of 6 Meetings
meetings held after his held during the
attended during appointment year
the year

Page 22 of 35
Name of Shri Tomohiro Yao Shri Venkata Rao Shri Koji Ichiba Shri Mrutyunjay Shri Ashish
Director Yadagani Mahapatra Vohra
Directorship 1. Grand Guardian SM Square Credit 1. Great Wall 1. Mayfair Hotels & NIL
details Nippon Life Insurance Services Private Changsheng Resorts Limited
Company Limited Limited Life Insurance 2. Quantum Asset
2. Greatwall Changsheng Company Ltd. Management
Life Insurance Co., Ltd. 2. Grand Company
3. Bangkok Life Guardian Private Limited
Assurance Public Nippon Life 3. Reserve Bank
Company Limited Insurance Innovation Hub
4. Nippon Life Asia Company 4. Scoreme
Pacific (Regional HQ) Limited Solutions
Pte. Ltd. 3. P. T Sequis Private Limited
5. Suraj Estate
Developers
Limited
6. NSEIT Limited

Committee A. In Greatwall - In P.T Sequis he - -

Positions Changsheng Life holds a
Insurance Co., Ltd., he Commissioner
is on the following Position in the Board
Committees of Commissioners

1. Board Audit Committee

2. Board Nomination and
Remuneration Committee
3. Board Risk Management
Committee
Page 23 of 35
Name of Shri Tomohiro Yao Shri Venkata Rao Shri Koji Ichiba Shri Mrutyunjay Shri Ashish
Director Yadagani Mahapatra Vohra
4. Board Development
Planning Committee
5. Board Asset Liability
Management Committee
6. Board Related
Transactions Control
Committee

B. In Grand Guardian
Nippon Life Insurance
Company Limited, he is
a Member of the
following Committees:
1. Remuneration and
Nomination Committee
2. Audit and Corporate
Governance Committee

Page 24 of 35
Page 25 of 35
 Annexure 2
Annexure 2(A)

Annexure 2(B)

Page 26 of 35
Page 27 of 35
 Annexure 2(C)

Form C
Details of Remuneration of Shri. Ashish Vohra, Executive Director and Chief
Executive Officer
Revised
Annual
Annual
Remuneration
Remuneration
Of Shri
of Shri
Ashish Reasons For
Remuneration Etc. Ashish
Vohra In Rs. Change
Vohra In Rs.
(For 1.4.2021
(For 1.4.2022
To
To
31.3.2022)
31.3.2023)
REMUNERATION
1) Salary 1,62,00,000 1,69,60,000
2) Dearness Allowance
3) House rent allowance 81,00,000 84,80,000
4) Conveyance allowance
5) Entertainment allowance
6) Other allowances, if any (please
specify)
a) Special Allowance (Payable up to) * 1,27,76,780 1,65,09,024
b) Leave Travel Allowances
PERQUISITIES
1) Free furnished house
2) Free use insurance company's car for:
(i) Official purposes
(ii) For private purposes on
compensating the company with suitable
amount
3) Provident Fund 19,44,000 20,35,200
4) Gratuity 7,79,220 8,15,776
5) Pension
6) Traveling and Halting Allowance
7) Medical Benefits
No Change Part of
Asset creation
8) Other benefits, if any (please specify) 76,00,000 7600000 benefit of up to 24L
reflected in special
allowance *
TOTAL FIXED PAY (Remuneration 10.5% increase in
4,74,00,000 5,24,00,000
+Perquisites) Total Fixed Pay
BONUS
Performance Bonus (2021-22 Approval to pay
performance year, the bonus grid was INR 6.31 Cr to pay
6,31,00,000 AS PER GRID
approved by regulator vide letter dated for 2021-22 as per
February 11, 2021) approved grid
Page 28 of 35
 Revised
Annual
Annual
Remuneration
Remuneration
Of Shri
of Shri
Ashish Reasons For
Remuneration Etc. Ashish
Vohra In Rs. Change
Vohra In Rs.
(For 1.4.2021
(For 1.4.2022
To
To
31.3.2022)
31.3.2023)
Approval for bonus
grid for FY 2022-
23. Refer CEO KPI
& bonus grid.
(Maximum amount
capped @200% of
total fixed pay)
EMPLOYEE STOCK OPTION
Approval to pay
CEO’s phantom
ESOPs vested in
FY22-23 pay-out
of INR 58,05,177
against a
Phantom Stock Plan [2016,2017,2018] maximum pay-out
 2016 (Oct 2015) amounting to Rs. 4 cap of INR
Cr. (Vesting 20% each in 5 yrs.) 1,23,65,042
 2017 (FY 18) scheme - allotted on approved by
July 01, 2017, Face value Rs. 4 Cr. 2,39,18,590 58,05,177 RNLIC board and
(Vesting 25% each in 4 yrs.) regulator based on
 2018 (FY 19) scheme – allotted in EV.
May 2018, Face Value Rs. 4.2 Cr. Total = no of
(Vesting 25% each in 4 yrs.) vested shares X
(Exercise Price-
grant price)
2018 Scheme:
120690 X (135.1–
87 = 48.1) =
58,05,177
ESOPs vested in
FY22-23 pay-out
of INR 1,64,41,618
Phantom Stock Plan [2019] against a
 2019 (FY 20) scheme – face value maximum pay-out
INR 15.3 Cr. (vesting 25% each in 4 1,34,16,925 1,64,41,618 cap of INR
years) 3,64,57,041
approved by
RNLIC board and
regulator based
on DCF.

Page 29 of 35
 Revised
Annual
Annual
Remuneration
Remuneration
Of Shri
of Shri
Ashish Reasons For
Remuneration Etc. Ashish
Vohra In Rs. Change
Vohra In Rs.
(For 1.4.2021
(For 1.4.2022
To
To
31.3.2022)
31.3.2023)
Total = no of
vested shares X
(Exercise Price-
grant price)
2019 Scheme:
1176923 X
(46.47–32.5 = 14)
= 1,64,41,618
ESOPs vested in
FY22-23 pay-out
of INR 30,24,693
against a
maximum pay-out
cap of INR
1,03,33,384
approved by
Phantom Stock Plan [2021]
RNLIC board and
 2021 Scheme – Face value INR.
30,24,693 regulator based on
20.67 Cr (Vesting 25% each in 4
DCF.
years)
Total = no of
vested shares X
(Exercise Price-
grant price)
2021 Scheme:
1176923 X
(46.47–43.9 = 2.6)
= 30,24,693
New Plan Granted
No of Stock
Phantom Stock Plan [2022] Options -
 Phantom Stock Plan 2021 Scheme – 44,47,336
Face value INR. 20.67 Cr (Vesting at the Grant Price
25% each in 4 years) of INR 46.47 per
Stock option.
Total Grant Value
= INR 20.67 Cr

Page 30 of 35
 ATTENDENCE SLIP

(Please fill attendence slip and hand it over at the entrance of the meeting hall)

TWENTY FIRST GENERAL MEETING ON

Wednesday, July 27, 2022 at 9 A.M.

At the Unit No.401B, 402,403 & 404,4th Floor, Inspire-BKC G Block, BKC Main Road,
BKC, Bandra East Mumbai City MH 400051 Tel - +91 22 4303 1000

Folio No. _______________________

Name of the Shareholder _________________________________________

Signature of the Shareholder ______________________________________

(Only Shareholders / Proxies are allowed to attend the meeting)

Note: The Member/Proxy must bring this Attendance Slip to the Meeting, duly completed
and signed, and hand over the same at the venue of entrance.

------------------------------------------------cut here---------------------------------------------------------

Page 31 of 35
 PROXY FORM MGT-11

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the
Companies (Management and Administration) Rules, 2014)

CIN : U66010MH2001PLC167089

Name of the Company : Reliance Nippon Life Insurance Company Limited

Registered Office : Unit No.401B, 402,403 & 404,4th Floor, Inspire-BKC G Block,
BKC Main Road, BKC, Bandra East Mumbai City MH 400051

Name of the Member (s) :

Registered Address :

E-mail Id :

Folio no. / Client ID :

DP ID :

I/ We, being the member(s) of ______ Equity shares of above named company, hereby
appoint

1. Name:

Registered Address:

E-mail Id:

Signature: _____________________, or failing him / her

Page 32 of 35
2. Name: ________________________

Registered Address:

E-mail Id:

Signature: _____________________, or failing him / her

3. Name: ________________________

Registered Address:

E-mail Id:

Signature: _____________________, or failing him / her

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21st
Annual General Meeting of the Company to be held on Wednesday, 27th day of July, 2022
at 9 A.M. at Board Room, Unit No.401B, 402,403 & 404,4th Floor, Inspire-BKC G Block,
BKC Main Road, BKC, Bandra East Mumbai City MH 400051 and at any adjournment
thereof, in respect of such resolutions as are indicated below:

Resolution 1 : Adoption of Audited Financial Statements for the financial year

ended March 31, 2022
Resolution 2 : To appoint a Director in place of Shri. Tomohiro Yao (DIN:
08429687) who retires by rotation and being eligible offers
himself for re–appointment
Resolution 3 : To approve the appointment of Shri Venkata Rao Yadagani (DIN:
08873102) as a Non – Executive Director of the Company
Resolution 4 : To approve the appointment of Shri Koji Ichiba (DIN: 08093718)
as a Non – Executive Director of the Company
Resolution 5 : To approve the appointment of Shri Mrutyunjay Mahapatra, (DIN:
03168761) as a Non – Executive Director of the Company
Resolution 6 : To approve the remuneration of Shri Ashish Vohra (DIN:
07587824) Executive Director and Chief Executive Officer of the
Company:

Page 33 of 35
Signed on this ___ of ___, 2022
Affix
Revenue
……………………………………
Stamp

Signature of shareholder

………………………………………

Signature of the Proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited
at the Registered Office of the Company, not less than 48 hours before the
commencement of the Meeting.

Page 34 of 35
Route Map

Page 35 of 35