FORM A. (Please refer Regulation 4) The Chairman

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1 FORM A [ADVT.III/4/Exty./161/15] Applicatin fr apprval in terms f IRDAI (Issuance f Capital by Indian Insurance Cmpanies transacting Life insurance business) Regulatins, 2015 The Chairman (Please refer Regulatin 4) Insurance Regulatry and Develpment Authrity f India Parishram Bhavan 3 rd Flr, Basheer Bagh Hyderabad Sir, In terms f the IRDAI ( Issuance f Capital by Indian Insurance Cmpanies transacting life insurance business) Regulatins, 2015, M/s (Registratin N... dated..) which has cmpleted. years f peratins, hereby applies t the Authrity seeking permissin t raise funds thrugh a public issue under the SEBI (Issue f Capital and Disclsure Requirements) Regulatins, 2009 (ICDR Regulatins). 2. The details f the varius perfrmance parameters referred t under regulatin 5 are placed at Annexe alng with the requisite enclsures as listed belw: (i) (ii) (iii) 3. The Embedded Value Reprt prepared by an Independent Actuary in cmpliance with the prescriptins laid dwn by the Actuarial Practice Standard issued by the Institute f Actuaries f India is annexed t the Applicatin. (In case it is nt submitted with the applicatin, the Reprt has t be submitted at the earliest and at least 30 days befre the date f issue f prspectus/ DRHP.)

2 18 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III SEC. 4] 4. On receipt f the apprval frm the Authrity, the (insurance cmpany) shall file an ffer dcument with the Securities and Exchange Bard f India (SEBI) under the ICDR Regulatins within a perid f ne year and shall ensure cmpliance with the requirements under the said Regulatins and such ther cnditins as the Authrity may impse while granting apprval. Place: Date: Yurs faithfully (Signature f the Chief Executive Officer) Designatin (Signature f the Chairman f the Bard) Annexure t the Applicatin (Please refer Frm A under Regulatin 4) 1. Name f the applicant Cmpany: 2. Registratin N. and Date f Registratin: 3. Number f years frm the date f cmmencement f peratins: 4. Slvency Psitin fr the last six quarters: Designatin Sl. N. Quarter Ended (Latest quarter first) Slvency Psitin Status f Cmpliance with the Expenses f Management requirements under the Insurance Act, 1938 and the Regulatins made thereunder fr the last five years: Sl. N Financial Year (latest year first) Allwable Expenditure (Rs. in Crre) Actual Expenditure (Rs. in Crre) Cmpliance Status

3 ¹Hkkx IIIµ[k.M 4º Hkkjr dk jkti=k % vlk/kj.k Details f net prfit, paid up capital and net-wrth f the insurer fr the last five years: Sl. N. Financial Year (latest year first) Net Prfit/Lss (Rs. in Crre) Paid-up Capital (Rs. in Crre) Net-wrth (Rs. In Crre) Cnfirmatin f Cmpliance with the Disclsure Requirements: M/s.. hereby cnfirms that it is cmpliant with the disclsure requirements as mandated in the IRDA Circular N. IRDA/ F&I/ CIR/ F&A/ 012 /01/ 2010 dated 28th January, 2010 as amended and mdified frm time t time. (Details f deviatins, if any shuld be brught ut). 8. Cnfirmatin f Cmpliance with the Crprate Gvernance Guidelines: M/s. hereby cnfirms that it is cmpliant with the Crprate Gvernance Guidelines issued by IRDAI. (Details f deviatins, if any shuld be brught ut). 9. Details f regulatry actin initiated by IRDAI against the insurer during the last five years are as under: (Latest First): 10. Details f the cmpany s recrd f Plicyhlder Prtectin and the pendency f the plicyhlder cmplaints fr the last five years: GRIEVANCE DISPOSAL Sl. N. Particulars Opening Balance* Additins Fully Accepted Partial Accepted Rejected Cmplaints Pending 1 Cmplaints made by custmers** a) Sales Related b) New Business Related c) d) Plicy Servicing Related Claims Servicing Related e) Others Ttal Number

4 20 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III SEC. 4] 2 Duratin wise Pending Status Cmplaints made by custmers Cmplaints made by Intermediaries Ttal a) Less than 15 days b) Greater than 15 days Ttal Number *Opening balance shuld tally with the clsing balance f the previus financial year. ** Similar break-up t be given fr the cmplaints made by intermediaries 11. The Embedded value f the cmpany as arrived at by the independent Actuary is. The embedded Value Reprt has been prepared by _ 12. The details f the pre and pst issue sharehlding pattern are as under: S. N. Name Existing Sharehlding Pattern Status (Indian /freign) N. f shares held Per cent held Prpsed Offer fr Sale / issue N f shares percent Prpsed sharehlding pattern Status (India/ freign) N. f shares percent Cnfirmatin f cmpliance with Indian Owned and Cntrlled: M/s.. hereby cnfirms that it is cmpliant with the requirements f Indian wned and cntrlled as defined under sectin 2(7A) (b) f the Act read with Indian Insurance Cmpanies (Freign Investment) Rules, 2015 and guidelines issued by the Authrity and shall cntinue t be cmpliant after the issue f capital in accrdance with this applicatin. 14. The requisite extracts f the Bard meeting held n.. duly certified by the Cmpany Secretary apprving the issuance f capital/ffer fr sale as prpsed by the applicant cmpany are enclsed. It is hereby cnfirmed that the infrmatin furnished in Frm A and Annexure alng with the attachments therewith is crrect and cmplete t the best f my knwledge and belief and nthing has been cncealed r suppressed. Place Date: Schedule 1 [Please refer regulatin 6 (1) (iv)] Disclsure Requirements fr Insurance Cmpanies: (Signature f the Chief Executive Officer) Designatin (Signature f the Chairman f the Bard) Designatin The Securities and Exchange Bard f India (SEBI) has laid dwn the framewrk fr issue f capital and disclsure requirements in the SEBI (Issue f Capital and Disclsure Requirements) Regulatins, 2009 (ICDR). Part A f Schedule VIII f the ICDR lays dwn the disclsure requirements in the Red Herring Prspectus, Shelf Prspectus and Prspectus.

5 ¹Hkkx IIIµ[k.M 4º Hkkjr dk jkti=k % vlk/kj.k 21 An applicant cmpany seeking t issue capital/make an Offer fr Sale under these Regulatins shall make the fllwing disclsures in the ffer dcument. These disclsures shall be in additin t the prescriptins laid dwn by SEBI in the ICDR Regulatins and shall nt be seen in dergatin frm the requirements prescribed by SEBI: (a) Risk factrs specific t the applicant cmpany; (b) Overview f the insurance industry; (c) Disclsure f Financial Statements; (d) Glssary f terms used in the insurance sectr; (e) Particulars f the Issue; (f) Particulars abut the Issuer; (g) Legal and Other Infrmatin. The details f disclsures are as indicated belw: (a) Risk factrs specific t the applicant cmpany The Offer Dcument shall list ut the risk factrs specific t the insurance sectr, t be bradly segregated int the fllwing categries: 1. Insurance Risk: Risk arising because f inaccurate estimatin f the best estimate r because f randm fluctuatins in the frequency and size f the claims and ther cash flws including Impact f Lapse rates, Expenses Levels, Mrtality / Mrbidity Rates 2. Market Risk: Risk arising ut f variatins in the level r vlatility f the market prices f assets, liabilities and financial instruments due t external market and ecnmic factrs. 3. Credit Risk: Risk f default f a cunterparty r bligr, including the risk f default f risk mitigating cntracts like reinsurance and financial derivatives. 4. Operatinal Risk: The risk f lss, resulting frm inadequate r failed internal prcesses, peple and systems, r frm external events. 5. Liquidity Risk : Adverse impact n earnings due t differences in future actual claims resulting frm the assumptins used in pricing and establishing reserves fr insurance and annuity prducts Cncentrated surrenders 6. Catastrphic Lsses Risk : Material impact n prfitability r cash flw due t catastrphic lsses 7. Reinsurance Risk Failure t btain reinsurance n timely basis. Default by ne r mre reinsurers 8. Embedded Value Risk : the embedded value infrmatin is based n several assumptins and may vary significantly as the underlying assumptins are changed. 9. Regulatry Risks : Material effects due t Regulatry changes Regulatry investigatins and the resulting sanctins r penalties may adversely affect the reputatin, business, result f peratins and financial cnditins f the insurance cmpany. 10. Market Grwth Risk : the lw / high rate f grwth f insurance market. 11. Distributin Risks : Over dependence n certain distributin channels. Failure t develp varius distributin channels Difficulty in develping agency frce

6 22 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III SEC. 4] (b) (c) 12. Other risks Excessive dependence n select actuarial persnnel. Difficulty in understanding financial statements Effects f unexpected claims and cverage issues Cncentratin by regin / type f plicies f the insurance cmpany Cyclical nature f insurance industry Difficulty in predicting benefits, claims and ther csts r t manage such csts At the minimum, the assciated risks shall cver the illustrative list as prescribed by the Authrity frm time t time. Overview f the insurance industry The verview f the insurance industry shall briefly cver the backgrund f the insurance industry, the glbal and dmestic insurance envirnment, industry utlk, analysis f trends, Investment f funds by the sectr, FDI in Insurance Sectr, Intermediaries, changes in Insurance Legislatin, and cmpliance status with the applicable Crprate Gvernance Guidelines furnishing particulars n the fllwing aspects: 1. Intrductin 2. Backgrund abut Insurance Industry 2.1. Overview f the Insurance Industry 2.2. Insurance Regulatry and Develpment Authrity f India 3. Glbal Insurance Envirnment- A brief n glbal and dmestic scenari cvering Insurance penetratin, density, grwth f Industry, etc Glbal Insurance Envirnment 3.2. Dmestic Market Overview 4. Industry Outlk - Life Insurance -Ttal premium underwritten 4.1. Market Share (% share) 4.2. Grwth f Business 5. Analysis f Trends - Life Insurance 5.1. Enlarged Cverage 5.2. Intrductin f New Prducts 5.3. Health Insurance Prducts 5.4. Reinsurance supprted Prducts 6. Investment f Funds by the Insurance Industry 6.1. Investment Pattern 7. FDI in Insurance Sectr 8. Intermediaries 8.1. Cmmissin Structure 8.2. Life Insurance Industry 9. Changes in Insurance Legislatin 9.1. Change in Insurance Legislatin 9.2. Regulatry Issues and Changes 9.3. Cnsumer Related Changes 9.4. Remval f Redundant clauses 9.5. Enhancement f Enfrcement Pwers f the IRDAI and levy f Penalties 10. Crprate Gvernance Guidelines fr Insurance Cmpanies 11. Cnclusin Disclsure f Financial Statements Disclsures specific t the insurance industry wuld bradly cver the fllwing aspects: 1. Presentatin f the financial statements: The presentatin f financial statements shall be made fr the perid as specified in the ICDR Regulatins as per the frmats prescribed by the Authrity frm time t time.

7 ¹Hkkx IIIµ[k.M 4º Hkkjr dk jkti=k % vlk/kj.k 23 (d) (e) (f) 2. Significant accunting plicies: Disclsure f the significant accunting plicies while recasting the financial statement shall als be made. 3. Additinal disclsures shall be made t the financial statements: i. Awards given by Insurance Ombudsmen against the cmpany during last three years; ii. Grss premium- alng with Gegraphic segmentatin iii. Crss selling iv. Distributin netwrk v. Persistency vi. Expenses f Management rati vii. Investment yield viii.investment in Equity and Bnds yield, expsure t each industry and ttal investment and Investment f abve 5% f ttal Funds in each sectr thrugh equity and bnds ix. Reinsurance and Reinsurance Strategy x. Interest rate sensitivity xi. Liability fr future plicy benefits and plicyhlders accunt balances. xii. Manner f arriving at unrealized gain/lsses xiii. Slvency rati xiv. Certificatin by the Appinted Actuary cnfirming the adequacy f Mathematical Reserves t meet the insurance cmpany s future cmmitments under the cntracts and the plicyhlders reasnable expectatins; xv. Segment-wise lapsatin f the plicies fr last three years and cntributin f such lapses t the prfitability f the cmpany; xvi. Embedded Value calculated by an Independent Actuary as per the Actuarial Practice Standard issued by the Institute f Actuaries f India. xvii. Accunting and ther ratis: The ratis with specific reference t the insurance industry as prescribed by the Authrity frm time t time xviii. Agent Prductivity xix. Value f New Business 4. Legal and Other Infrmatin: Cmpliance with the regulatry requirements under the Insurance Act, 1938, IRDA Act, 1999 and the rules and regulatins framed thereunder. 5. Details f the cmpany s recrd f Plicyhlder Prtectin and the pendency f the plicyhlder cmplaints during the last five years, including but nt limited t grievance redressal and ageing f claims. Glssary f terms used in the insurance sectr: At the minimum, the illustrative glssary f terms as prescribed by the Authrity frm time t time shall be included in the Offer Dcument giving details f the Issuer and industry related terms. Particulars f the Issue: The fllwing disclsures shall be made abut the bjects f the Issue: a. t augment the slvency requirement; b. general crprate purpses; and/r c. any ther purpse which has the specific apprval f the Authrity. Particulars abut the Issuer: The fllwing additinal disclsures shall be made abut the insurance cmpany: 1. Crprate Gvernance: Disclsure t the effect that the insurer has cmplied with the requirements f Crprate Gvernance as laid dwn by the Authrity in additin t thse cntained in the Listing Agreement. Details f all Cmmittees set up by the issuer, including the names f cmmittee members and a summary f the terms f reference under which the respective cmmittee perates. 2. Key Management Persns 3. Investrs 4. Prmters

8 24 THE GAZETTE OF INDIA : EXTRAORDINARY [PART III SEC. 4] (g) Legal and Other Infrmatin: Disclaimer clause: The declaratin indicating that Insurance Regulatry and Develpment Authrity f India ( IRDAI ) des nt undertake any respnsibility fr the financial sundness f the insurance cmpany r fr the crrectness f any f the statements made r pinins expressed in this cnnectin. Printed by the Manager, Gvernment f India Press, Ring Rad, Mayapuri, New Delhi and Published by the Cntrller f Publicatins, Delhi

Exposure Draft. 1. Short title and commencement

Exposure Draft. 1. Short title and commencement Exposure Draft IRDA (Issuance of Capital by General Insurance Companies) Regulations, 2012 In exercise of powers conferred under section 14 of the Insurance Regulatory and Development Authority Act, 1999