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RED HERRING PROSPECTUS
Dated September 6, 2017
Please read Section 32 of the Companies Act, 2013
Book Built Offer
ICICI Lombard General Insurance Company Limited
Our Company was incorporated at Mumbai on October 30, 2000 as
ICICI Lombard General Insurance Company Limited, a public limited
company under the Companies Act, 1956, as amended. Our Company
obtained the certificate of commencement of
business on January 11, 2001 issued by the Registrar of
Companies, Mumbai (the “RoC”). For details relating to change in
the registered office of our Company, see “History and Certain
Corporate Matters” on page 191.
Registered Office: ICICI Lombard House, 414, Veer Savarkar Marg,
Near Siddhivinayak Temple, Prabhadevi, Mumbai 400 025; Tel: (91 22)
6196 1100; Fax: (91 22) 6196 1323;
Corporate Office: 15th Floor, Tower B, Peninsula Business Park,
Lower Parel, Mumbai 400013; Tel: (91 22) 6196 1100; Fax: (91 22)
6196 1323;
Contact Person: Vikas Mehra, Company Secretary and Compliance
Officer
E-mail: [email protected]; Website:
https://www.icicilombard.com
Corporate Identity Number: U67200MH2000PLC129408
IRDAI Registration Number: 115 Date of Registration: August 3,
2001
OUR PROMOTER: ICICI BANK LIMITED
PUBLIC OFFER OF UP TO 86,247,187 EQUITY SHARES OF FACE VALUE OF
₹ 10 EACH (“EQUITY SHARES”) OF ICICI LOMBARD GENERAL INSURANCE
COMPANY LIMITED (OUR “COMPANY”) FOR CASH AT A PRICE OF ₹
[●] PER EQUITY SHARE, THROUGH AN OFFER FOR SALE OF UP TO
31,761,478 EQUITY SHARES BY ICICI BANK LIMITED (“ICICI BANK” OR THE
“PROMOTER SELLING SHAREHOLDER”) AND UP TO 54,485,709 EQUITY
SHARES BY FAL CORPORATION (“FAL” OR THE “INVESTOR SELLING
SHAREHOLDER” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDER,
THE “SELLING SHAREHOLDERS”), AGGREGATING UP TO ₹
[●] MILLION (“OFFER”), INCLUDING A RESERVATION OF UP TO
4,312,359 EQUITY SHARES FOR PURCHASE BY ICICI BANK SHAREHOLDERS (AS
DEFINED IN “DEFINITIONS AND ABBREVIATIONS”) FOR CASH AT A
PRICE OF ₹ [] PER EQUITY SHARE AGGREGATING UP TO ₹ [●] MILLION
(“ICICI BANK SHAREHOLDERS RESERVATION PORTION”). THE OFFER WOULD
CONSTITUTE 19.00% OF OUR POST-OFFER PAID-UP EQUITY
SHARE CAPITAL AND THE NET OFFER SHALL CONSTITUTE 18.05% OF OUR
POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
THE FACE VALUE OF THE EQUITY SHARES IS ₹10 EACH. THE PRICE BAND
AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE
SELLING SHAREHOLDERS IN CONSULTATION WITH THE
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS (“GCBRLMS”)
AND THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED
IN ALL EDITIONS OF FINANCIAL EXPRESS, ALL
EDITIONS OF JANSATTA AND MUMBAI EDITION OF NAVSHAKTI (WHICH ARE
ENGLISH, HINDI AND MARATHI NEWSPAPERS, MARATHI BEING THE REGIONAL
LANGUAGE OF MAHARASHTRA, WHERE THE
REGISTERED OFFICE OF OUR COMPANY IS LOCATED), EACH WITH WIDE
CIRCULATION AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER
OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE
LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED
(“NSE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.
In case of any revision to the Price Band, the Bid/Offer Period
will be extended by at least three additional Working Days after
such revision of the Price Band, subject to the Bid/Offer Period
not exceeding 10 Working Days. Any revision in the Price Band
and
the revised Bid/Offer Period, if applicable, will be widely
disseminated by notification to BSE and NSE, by issuing a press
release, and also by indicating the change on the websites of the
GCBRLMs and the BRLMs and at the terminals of the Syndicate
Members and by intimation to Self-Certified Syndicate Banks
(“SCSBs”), Registered Brokers, Collecting Depository Participants
and Registrar and Share Transfer Agents.
This Offer is being made through the Book Building Process, in
terms of Rule 19(2)(b) of the Securities Contracts (Regulation)
Rules, 1957, as amended (“SCRR”). The Offer is being made in
accordance with Regulation 26(1) of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended (“SEBI Regulations”), wherein not
more than 50% of the Net Offer shall be allocated on a
proportionate basis to Qualified Institutional Buyers (“QIBs”),
provided
that our Company and the Selling Shareholders may, in
consultation with the GCBRLMs and the BRLMs, allocate up to 60% of
the QIB Portion to Anchor Investors on a discretionary basis, out
of which one-third shall be reserved for domestic Mutual Funds
only, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI Regulations. 5% of the QIB Portion
(excluding the Anchor Investor Portion) shall be available for
allocation
on a proportionate basis to Mutual Funds only, and the remainder
of the QIB Portion shall be available for allocation on a
proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being
received at or above the Offer Price. Further, not less than 15% of
the Net Offer shall be available for allocation on a proportionate
basis to Non-Institutional Investors and not less than 35% of the
Net Offer shall be available for allocation to Retail Individual
Bidders in
accordance with the SEBI Regulations, subject to valid Bids
being received at or above the Offer Price. All potential
investors, other than Anchor Investors, are required to mandatorily
utilise the Application Supported by Blocked Amount (“ASBA”)
process
providing details of their respective bank account which will be
blocked by the SCSBs, to participate in this Offer. For details,
see “Offer Procedure” on page 440.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been
no formal market for the Equity Shares. The face value of the
Equity Shares is ₹ 10 each and the Floor Price is [●] times the
face value of the Equity Shares and the Cap Price is [●] times the
face value of the Equity Shares. The Offer Price (determined by our
Company and the Selling Shareholders, in consultation with the
GCBRLMs and the BRLMs, as stated under “Basis for Offer Price” on
page 117) should not be taken to be indicative of the market
price of the Equity Shares after the Equity Shares are listed.
No assurance can be given regarding an active or sustained trading
in the Equity Shares or regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a
degree of risk and investors should not invest any funds in the
Offer unless they can afford to take the risk of losing their
investment. Investors are advised to read the risk factors
carefully before taking
an investment decision in the Offer. For taking an investment
decision, investors must rely on their own examination of our
Company and the Offer, including the risks involved. The Equity
Shares in the Offer have not been recommended or approved by
Securities and Exchange Board of India (“SEBI”), nor does SEBI
guarantee the accuracy or adequacy of the contents of this Red
Herring Prospectus. Specific attention of the investors is invited
to “Risk Factors” on page 22.
DISCLAIMER CLAUSE OF THE INSURANCE REGULATORY AND DEVELOPMENT
AUTHORITY OF INDIA (“IRDAI”)
The IRDAI does not undertake any responsibility for the
financial soundness of our Company or for the correctness of any of
the statements made or opinions expressed in this connection. Any
approval
by the IRDAI under the IRDAI Issuance of Capital Regulations (as
defined in “Definitions and Abbreviations”) shall not in any manner
be deemed to be or serve as a validation of the representations
by
our Company in the offer document. The Offer has not been
recommended or approved by IRDAI, nor does IRDAI guarantee the
accuracy or adequacy of the contents / information in this Red
Herring
Prospectus. It is to be distinctly understood that this Red
Herring Prospectus should not in any way be deemed or construed to
have been approved or vetted by IRDAI.
COMPANY’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts
responsibility for and confirms that this Red Herring Prospectus
contains all information with regard to our Company and the Offer,
which is material in the context of the Offer, that the
information
contained in this Red Herring Prospectus is true and correct in
all material aspects and is not misleading in any material respect,
that the opinions and intentions expressed herein are honestly held
and that there are no other facts, the omission of which makes
this Red Herring Prospectus as a whole or any of such
information or the expression of any such opinions or intentions
misleading in any material respect. Further, each of the Selling
Shareholders severally and not jointly, accepts responsibility for
the
statements specifically made by such Selling Shareholder in this
Red Herring Prospectus to the extent that the statements pertains
to such Selling Shareholder and the respective portion of the
Equity Shares offered by it in the Offer.
LISTING
The Equity Shares offered through this Red Herring Prospectus
are proposed to be listed on BSE and NSE. Our Company has received
an ‘in-principle’ approval from BSE and NSE for listing of the
Equity Shares pursuant to letter bearing number
DCS/IPO/CS/IP/323/2017-18 dated July 27, 2017 and letter bearing
number NSE/LIST/14252 dated July 28, 2017, respectively. For the
purposes of the Offer, the Designated Stock Exchange shall be BSE
Limited. A copy of this Red Herring Prospectus and the
Prospectus shall be delivered for registration to the RoC in
accordance with Section 26(4) of the Companies Act, 2013. For
details of the material contracts and documents available for
inspection from the date of this Red Herring Prospectus up to the
Bid/Offer
Closing Date, see “Material Contracts and Documents for
Inspection” on page 490.
GLOBAL CO-ORDINATORS AND BOOK RUNNING LEAD MANAGERS
DSP Merrill Lynch Limited
Ground Floor, A Wing, One BKC
G Block, Bandra Kurla Complex Bandra (East)
Mumbai 400 051
Tel: (91 22) 6632 8000
Fax: (91 22) 6776 2343
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: http://www.ml-india.com/
Contact person: Soham H. Bhattbhatt
SEBI registration number: INM000011625
ICICI Securities Limited*
ICICI Centre, H.T. Parekh Marg
Churchgate Mumbai 400 020
Tel: (91 22) 2288 2460
Fax: (91 22) 2282 6580
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: www.icicisecurities.com
Contact person: Prem D’cunha / Govind Khetan
SEBI registration number: INM000011179
IIFL Holdings Limited*
10th Floor, IIFL Centre
Kamala City, Senapati Bapat Marg Lower Parel (West)
Mumbai 400 013
Tel: (91 22) 4646 4600
Fax: (91 22) 2493 1073
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: www.iiflcap.com
Contact person: Ankur Agarwal / Manali Jain
SEBI registration number: INM000010940
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
CLSA India Private Limited
8/F Dalamal House
Nariman Point
Mumbai 400 021
Tel: (91 22) 6650 5050
Fax: (91 22) 2284 0271
E-mail: [email protected]
Investor grievance e-mail: [email protected] Website:
www.india.clsa.com
Contact person: Sarfaraz Agboatwala
SEBI registration number: INM000010619
Edelweiss Financial Services Limited
14th Floor, Edelweiss House
Off. C.S.T. Road, Kalina
Mumbai 400 098
Tel: (91 22) 4009 4400
Fax: (91 22) 4086 3610
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: www.edelweissfin.com
Contact person: Nishita John/Pradeep Tewani
SEBI registration number: INM0000010650
JM Financial Institutional Securities Limited
7th Floor, Cnergy
Appasaheb Marathe Marg
Prabhadevi
Mumbai 400 025
Tel: (91 22) 6630 3030
Fax: (91 22) 6630 3330
E-mail: [email protected] Investor grievance e-mail:
[email protected]
Website: www.jmfl.com
Contact person: Prachee Dhuri
SEBI registration number: INM000010361
Karvy Computershare Private Limited
Karvy Selenium Tower B, Plot 31-32 Gachibowli, Financial
District Nanakramguda
Hyderabad 500 032
Tel: (91 40) 6716 2222
Fax: (91 40) 2343 1551
E-mail: [email protected]
Investor grievance e-mail: [email protected] Website:
www.karisma.karvy.com
Contact person: Mr. M. Murali Krishna
SEBI registration number: INR000000221
BID/OFFER PROGRAMME
BID/OFFER OPENS ON** September 15, 2017**
BID/OFFER CLOSES ON September 19, 2017
* In compliance with the proviso to Regulation 21A(1) of the
Securities and Exchange Board of India (Merchant Bankers)
Regulations, 1992, as amended, read with proviso to Regulation 5(3)
of the SEBI Regulations, ICICI Securities Limited and IIFL
Holdings Limited will be involved only in marketing of the
Offer.
**Our Company and the Selling Shareholders may, in consultation
with the GCBRLMs and the BRLMs, consider participation by Anchor
Investors in accordance with the SEBI Regulations. The Anchor
Investor Bid/Offer Period shall be one Working Day prior
to the Bid/Offer Opening Date.
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TABLE OF CONTENTS
SECTION I: GENERAL
...........................................................................................................................................................
3
DEFINITIONS AND ABBREVIATIONS
..............................................................................................................................
3 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND
MARKET DATA ....................... 18 FORWARD-LOOKING STATEMENTS
.............................................................................................................................
21
SECTION II: RISK FACTORS
.............................................................................................................................................
22
SECTION III: INTRODUCTION
..........................................................................................................................................
66
SUMMARY OF INDUSTRY
................................................................................................................................................
66 SUMMARY OF OUR
BUSINESS........................................................................................................................................
72 SUMMARY OF FINANCIAL
INFORMATION..................................................................................................................
78 THE OFFER
..........................................................................................................................................................................
88 GENERAL INFORMATION
................................................................................................................................................
90 CAPITAL STRUCTURE
......................................................................................................................................................
99 OBJECTS OF THE OFFER
..............................................................................................................................................
115 BASIS FOR OFFER PRICE
................................................................................................................................................
117 STATEMENT OF TAX BENEFITS
...................................................................................................................................
119
SECTION IV: ABOUT OUR COMPANY
..........................................................................................................................
127
INDUSTRY OVERVIEW
...................................................................................................................................................
127 OUR BUSINESS
.................................................................................................................................................................
151 REGULATIONS AND POLICIES
.....................................................................................................................................
180 HISTORY AND CERTAIN CORPORATE MATTERS
....................................................................................................
190 OUR MANAGEMENT
.......................................................................................................................................................
197 OUR PROMOTER AND PROMOTER GROUP
................................................................................................................
215 OUR GROUP COMPANIES
..............................................................................................................................................
221 RELATED PARTY TRANSACTIONS
..............................................................................................................................
230 DIVIDEND
POLICY...........................................................................................................................................................
231
SECTION V: FINANCIAL INFORMATION
....................................................................................................................
233
FINANCIAL STATEMENTS
.............................................................................................................................................
233 ADDITIONAL DISCLOSURES OF FINANCIAL STATEMENTS UNDER IRDAI
ISSUANCE OF CAPITAL
REGULATIONS
.................................................................................................................................................................
317 CAPITALISATION STATEMENT
....................................................................................................................................
323 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS.....................................................................................................................................................................
324 FINANCIAL INDEBTEDNESS
.........................................................................................................................................
354
SECTION VI: LEGAL AND OTHER INFORMATION
..................................................................................................
356
OUTSTANDING LITIGATION AND MATERIAL
DEVELOPMENTS..........................................................................
356 GOVERNMENT AND OTHER APPROVALS
.................................................................................................................
407 OTHER REGULATORY AND STATUTORY DISCLOSURES
......................................................................................
411
SECTION VII: OFFER INFORMATION
..........................................................................................................................
432
TERMS OF THE OFFER
....................................................................................................................................................
432 OFFER STRUCTURE
.........................................................................................................................................................
435 OFFER PROCEDURE
........................................................................................................................................................
440 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN
SECURITIES....................................................................
479
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
.................................................................
480
SECTION IX: OTHER INFORMATION
...........................................................................................................................
490
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
............................................................................
490 DECLARATION
.................................................................................................................................................................
492
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SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and
abbreviations which, unless the context otherwise indicates or
implies,
shall have the meanings provided below. References to any
legislation, act, regulation, rules, guidelines, policies,
circulars,
notifications or clarifications shall be to such legislation,
act, regulation, rules, guidelines, policies, circulars,
notifications or
clarifications as amended.
The words and expressions used but not defined herein shall have
the same meaning as is assigned to such terms under the SEBI
Regulations, the Companies Act, the SCRA, the Depositories Act,
the Insurance Act and the rules and regulations made
thereunder, unless the context otherwise indicates or
implies.
General Terms
Term Description
our Company / the Company / we / us
/ our
ICICI Lombard General Insurance Company Limited, a company
incorporated under the
Companies Act, 1956 and having its registered office at ICICI
Lombard House, 414, Veer
Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai 400
025
Company Related Terms
Term Description
Amended and Restated Joint Venture
Agreement
The amended and restated joint venture agreement dated March 8,
2016 entered into
among ICICI Bank, Fairfax, Northbridge Financial Corporation
(successor, by merger, to
Lombard Canada Ltd.), Northbridge General Insurance Corporation
(formerly Lombard
General Insurance Company of Canada), Northbridge Personal
Insurance Corporation
(formerly Lombard Insurance Company) and Zenith Insurance
Company read with (i) the
amendment agreement dated April 11, 2016 entered into among
ICICI Bank, Fairfax,
Northbridge Financial Corporation (successor, by merger, to
Lombard Canada Ltd.),
Northbridge General Insurance Corporation (formerly Lombard
General Insurance
Company of Canada), Northbridge Personal Insurance Corporation
(formerly Lombard
Insurance Company) and Zenith Insurance Company, and (ii) the
termination agreement
dated July 3, 2017 entered into among ICICI Bank, Fairfax,
Northbridge Financial
Corporation (successor, by merger, to Lombard Canada Ltd.),
Northbridge General
Insurance Corporation (formerly Lombard General Insurance
Company of Canada),
Northbridge Personal Insurance Corporation (formerly Lombard
Insurance Company) and
Zenith Insurance Company
AoA / Articles of Association The articles of association of our
Company, as amended
Appointed Actuary The appointed actuary of our Company
Board / Board of Directors The board of directors of our Company
or a duly constituted committee thereof
Class of Business General insurance business
Corporate Office The corporate office of our Company located at
15th Floor, Tower B, Peninsula Business
Park, Lower Parel, Mumbai 400 013
CRISIL Report Report titled “Analysis of general insurance
industry in India” issued by CRISIL Research
in August, 2017
Debenture Redemption Reserve /
DRR
Reserve required to be created by companies issuing debentures
to protect investors
against the possibility of default by such company
Debentures The unsecured, subordinated, fully paid-up, listed,
redeemable, non-convertible debentures
of our Company having face value of ₹ 10,00,000 each
Deed of Assignment The deed of assignment executed on July 13,
2017 between Northbridge Financial
Corporation and our Company
Director(s) The director(s) of our Company
Equity Shares The equity shares of our Company of face value of
₹10 each
ESOS Scheme ICICI Lombard Employees Stock Option Scheme, 2005 of
our Company (as amended
from time to time)
Fairfax Fairfax Financial Holdings Limited, a Canadian based
holding company which, through its
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4
Term Description
subsidiaries, is engaged in property and casualty insurance and
reinsurance and investment
management
Group Companies The companies which are covered under the
applicable accounting standards and also other
companies as considered material by our Board, as identified in
“Our Group Companies”
on page 221
ICICI Bank ICICI Bank Limited, a company incorporated under the
provisions of the Companies Act,
1956
ICICI Corporate Insurance Agency
Agreement
The corporate insurance agency agreement dated April 1, 2016
entered into among our
Company and ICICI Bank. Although our engagement with ICICI Bank
does not provide
for exclusive distribution of our products, currently, it
exclusively distributes our non-life
insurance products in India. The agreement entered into with
ICICI Bank is valid until
March 31, 2019
ICICI Group ICICI Bank, its subsidiaries and associates
ICICI Trademark Licensing
Agreement
The trademark licensing agreement dated July 6, 2017 entered
into between ICICI Bank
and our Company
Joint Auditors / Joint Statutory
Auditors
Chaturvedi & Co, Chartered Accountants and PKF Sridhar &
Santhanam LLP, Chartered
Accountants
Key Management Personnel The key management personnel of our
Company in terms of the SEBI Regulations, the
Companies Act, 2013 and the IRDAI Corporate Governance
Guidelines and as identified
in “Our Management” on page 206
MoA / Memorandum of Association The memorandum of association of
our Company, as amended
Original Joint Venture Agreement The joint venture agreement
dated October 4, 2000 entered into among ICICI Bank (then
known as ICICI Limited), Fairfax, Lombard Canada Ltd., Lombard
General Insurance
Company of Canada, Lombard Insurance Company and Zenith
Insurance Company read
with the amendment agreement dated October 30, 2015 entered into
among ICICI Bank,
Fairfax, Northbridge Financial Corporation (successor, by
merger, to Lombard Canada
Ltd.), Northbridge General Insurance Corporation (formerly
Lombard General Insurance
Company of Canada), Northbridge Personal Insurance Corporation
(formerly Lombard
Insurance Company) and Zenith Insurance Company
Promoter The promoter of our Company is ICICI Bank. For details,
see “Our Promoter and Promoter
Group” on page 215
Promoter Group The entities constituting the promoter group of
our Company in terms of Regulation
2(1)(zb) of the SEBI Regulations. For details, see “Our Promoter
and Promoter Group” on
page 219
Registered Office The registered office of our Company located
at ICICI Lombard House, 414, Veer
Savarkar Marg, Near Siddhivinayak Temple, Prabhadevi, Mumbai 400
025
Restated Financial Statements The financial information prepared
by the management of our Company from its audited
financial statements for Fiscals 2013, 2014, 2015, 2016, 2017,
for the three months ended
June 30, 2017 and for the three months ended June 30, 2016
(prepared in accordance with
Indian GAAP and the IRDAI Preparation of Financial Statements
Regulations) and
examined by the Joint Auditors in accordance with the
requirements of (a) Section 26(1)(b)
of Chapter III of the Companies Act, 2013 read with Rule 4 to 6
of the Companies
(Prospectus and Allotment of Securities) Rules, 2014; (b)
relevant provisions of the SEBI
Regulations; and (c) relevant provisions of the IRDAI Issuance
of Capital Regulations
RoC / Registrar of Companies The Registrar of Companies,
Maharashtra at Mumbai
Shareholders The shareholders of our Company
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the
Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
Allot / Allotment / Allotted Unless the context otherwise
requires, the transfer of the respective portion of Equity
Shares offered by each Selling Shareholder pursuant to the Offer
to the successful Bidders
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5
Term Description
Allotment Advice A note or advice or intimation of Allotment
sent to the Bidders who have been or are to be
Allotted the Equity Shares after the Basis of Allotment has been
approved by the
Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are
Allotted
Anchor Investor A Qualified Institutional Buyer, applying under
the Anchor Investor Portion in
accordance with the requirements specified in the SEBI
Regulations and this Red Herring
Prospectus
Anchor Investor Allocation Price The price at which Equity
Shares will be allocated to Anchor Investors in terms of this
Red Herring Prospectus and the Prospectus, which will be decided
by our Company and
the Selling Shareholders, in consultation with the GCBRLMs and
the BRLMs
Anchor Investor Application Form The form used by an Anchor
Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in
terms of this Red Herring
Prospectus and the Prospectus
Anchor Investor Bid / Offer Period One Working Day prior to the
Bid / Offer Opening Date, on which Bids by Anchor
Investors shall be submitted and allocation to Anchor Investors
shall be completed
Anchor Investor Offer Price The final price at which the Equity
Shares will be Allotted to Anchor Investors in terms of
this Red Herring Prospectus and the Prospectus, which price will
be equal to or higher
than the Offer Price but not higher than the Cap Price.
The Anchor Investor Offer Price will be decided by our Company
and the Selling
Shareholders, in consultation with the GCBRLMs and the BRLMs
Anchor Investor Portion Up to 60% of the QIB Portion which may
be allocated by our Company and the Selling
Shareholders, in consultation with the GCBRLMs and the BRLMs, to
Anchor Investors
on a discretionary basis in accordance with the SEBI
Regulations.
One-third of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds
at or above the Anchor
Investor Allocation Price
ASBA / Application Supported by
Blocked Amount
An application, whether physical or electronic, used by ASBA
Bidders to make a Bid and
authorising an SCSB to block the Bid Amount in the ASBA
Account
ASBA Account A bank account maintained with an SCSB and
specified in the ASBA Form submitted by
ASBA Bidders for blocking the Bid Amount mentioned in the ASBA
Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic,
used by ASBA Bidders to make
Bids, which will be considered as the application for Allotment
in terms of this Red
Herring Prospectus and the Prospectus
Bankers to the Offer Escrow Collection Bank, Refund Bank and
Public Offer Account Bank
Basic Earnings Per Share / Basic EPS Basic earnings per share is
calculated by dividing the net profit or loss for the period
attributable to equity shareholders by the weighted average
number of equity shares
outstanding during the period
Basis of Allotment The basis on which Equity Shares will be
Allotted to successful Bidders under the Offer
and which is described in “Offer Procedure” on page 469
Bid An indication to make an offer during the Bid / Offer Period
by a Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid /
Offer Period by an
Anchor Investor, pursuant to submission of the Anchor Investor
Application Form, to
purchase the Equity Shares at a price within the Price Band,
including all revisions and
modifications thereto as permitted under the SEBI Regulations.
The term “Bidding” shall
be construed accordingly
Bid / Offer Closing Date Except in relation to any Bids received
from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, which
shall be notified in all
editions of the English national newspaper Financial Express,
all editions of the Hindi
national newspaper Jansatta, and Mumbai edition of the Marathi
newspaper Navshakti
(Marathi being the regional language of Maharashtra, where the
Registered Office is
located), each with wide circulation
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6
Term Description
Bid / Offer Opening Date Except in relation to any Bids received
from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which
shall be notified in all editions
of the English national newspaper Financial Express, all
editions of the Hindi national
newspaper Jansatta, and Mumbai edition of the Marathi newspaper
Navshakti (Marathi
being the regional language of Maharashtra, where the Registered
Office is located), each
with wide circulation
Bid / Offer Period Except in relation to any Bids received from
Anchor Investors, the period between the Bid
/ Offer Opening Date and the Bid / Offer Closing Date, inclusive
of both days, during
which prospective Bidders can submit their Bids, including any
revisions thereof
Bid Amount The highest value of optional Bids indicated in the
Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the ASBA
Bidders, as the case
maybe, upon submission of the Bid
Bid cum Application Form The Anchor Investor Application Form or
the ASBA Form, as the context requires
Bid Lot [●]
Bidder Any prospective investor who makes a Bid pursuant to the
terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise
stated or implied,
includes an Anchor Investor
Bidding Centres The centres at which the Designated
Intermediaries shall accept the Bid cum Application
Forms, i.e. Designated Branches for SCSBs, Specified Locations
for the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations
for RTAs and
Designated CDP Locations for CDPs
Book Building Process The book building process, as provided in
Schedule XI of the SEBI Regulations, in terms
of which the Offer is being made
BRLMs / Book Running Lead
Managers
The book running lead managers to the Offer, being CLSA,
Edelweiss and JM Financial
Broker Centres The broker centres notified by the Stock
Exchanges where Bidders can submit the ASBA
Forms to a Registered Broker.
The details of such Broker Centres, along with the names and the
contact details of the
Registered Brokers are available on the websites of the
respective Stock Exchanges
(www.bseindia.com and www.nseindia.com)
CAN / Confirmation of Allocation
Note
A notice or intimation of allocation of the Equity Shares sent
to Anchor Investors, who
have been allocated Equity Shares, after the Anchor Investor
Bid/ Offer Period
Cap Price The higher end of the Price Band, being ₹ [●] per
Equity Share, above which the Offer
Price and Anchor Investor Offer Price will not be finalised and
above which no Bids will
be accepted
CDP / Collecting Depository
Participant
A depository participant as defined under the Depositories Act,
1996, registered with
SEBI and who is eligible to procure Bids at the Designated CDP
Locations in terms of
circular number CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015 issued by
SEBI
Client ID The client identification number maintained with one
of the Depositories in relation to the
demat account
CLSA CLSA India Private Limited
Cut-off Price The Offer Price finalised by our Company and the
Selling Shareholders, in consultation
with the GCBRLMs and the BRLMs
Only Retail Individual Bidders and ICICI Bank Shareholders
Bidding under the ICICI
Bank Shareholders Reservation Portion (subject to the Bid Amount
being up to
200,000) are entitled to Bid at the Cut-off Price. QIBs and
Non-Institutional Investors and
ICICI Bank Shareholders applying for the Bid Amount above
200,000 under the ICICI
Bank Shareholders Reservation Portion are not entitled to Bid at
the Cut-off Price
Demographic Details Details of the Bidders including the
Bidders’ address, name of the Bidders’ father /
husband, investor status, occupation and bank account
details
Designated Branches Such branches of the SCSBs which shall
collect the ASBA Forms, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
or at such other
http://www.bseindia.com/
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7
Term Description
website as may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where
Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names
and contact details of
the CDPs eligible to accept ASBA Forms are available on the
websites of the respective
Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which funds are transferred by the
Escrow Collection Bank from the Escrow
Account or the amounts blocked by the SCSBs are transferred from
the ASBA Accounts,
as the case may be, to the Public Offer Account or the Refund
Account, as appropriate,
after the Prospectus is filed with the RoC
Designated Intermediaries The members of the Syndicate,
Sub-Syndicate/Agents, SCSBs, Registered Brokers, CDPs
and RTAs, who are authorised to collect Bid cum Application
Forms from the Bidders, in
relation to the Offer
Designated RTA Locations Such locations of the RTAs where
Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names
and contact details of
the RTAs eligible to accept ASBA Forms are available on the
websites of the respective
Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Stock Exchange BSE Limited
DRHP / Draft Red Herring Prospectus The draft red herring
prospectus dated July 14, 2017 issued in accordance with the
SEBI
Regulations, which did not contain complete particulars of the
price at which the Equity
Shares will be Allotted and the size of the Offer together with
the notice to investors dated
August 22, 2017
DSPML DSP Merrill Lynch Limited
Edelweiss Edelweiss Financial Services Limited
Eligible NRI(s) NRI(s) from jurisdictions outside India where it
is not unlawful to make an offer or
invitation under the Offer and in relation to whom the Bid cum
Application Form and this
Red Herring Prospectus will constitute an invitation to purchase
the Equity Shares
Escrow Account The account opened with the Escrow Collection
Bank and in whose favour the Anchor
Investors will transfer money through NEFT / RTGS / direct
credit in respect of the Bid
Amount when submitting a Bid
Escrow Agreement The escrow agreement dated September 5, 2017
entered into among our Company, the
Selling Shareholders, the GCBRLMs, the BRLMs, the Registrar to
the Offer and the
Bankers to the Offer for inter alia, collection of the Bid
Amounts from the Anchor
Investors and where applicable, refunds of the amounts collected
from the Anchor
Investors, on the terms and conditions thereof
Escrow Collection Bank A bank, which is a clearing member and
registered with SEBI as a banker to an offer and
with whom the Escrow Account has been opened, in this case being
ICICI Bank
First Bidder The Bidder whose name shall be mentioned in the Bid
cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also
appear as the first holder
of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, being ` [●] per
Equity Share, subject to any revision
thereto, at or above which the Offer Price and the Anchor
Investor Offer Price will be
finalised and below which no Bids will be accepted
GCBRLMs / Global Co-ordinators
and Book Running Lead Managers
The global co-ordinators and book running lead managers to the
Offer, being DSPML, I-
Sec and IIFL
GID / General Information Document The General Information
Document prepared and issued in accordance with the circular
(CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI
suitably modified and
included in “Offer Procedure” on page 450
ICICI Bank Shareholders Individuals and HUFs who are the public
equity shareholders of ICICI Bank, our
Promoter and one of our Group Companies, (excluding such other
persons not eligible
under applicable laws, rules, regulations and guidelines and
American Depository Receipt
holders of ICICI Bank) as on the date of this Red Herring
Prospectus
ICICI Bank Shareholders Reservation
Portion
Reservation of up to 4,312,359 Equity Shares of the face value
of ₹10 each aggregating to
₹ [●] million in favour of the ICICI Bank Shareholders
http://www.bseindia.com/http://www.nseindia.com/http://www.bseindia.com/http://www.nseindia.com/
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Term Description
IIFL IIFL Holdings Limited
Investor Selling Shareholder FAL Corporation
I-Sec ICICI Securities Limited
JM Financial JM Financial Institutional Securities Limited
Maximum RIB Allottees The maximum number of RIBs who can be
allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available
for Allotment to RIBs
by the minimum Bid Lot
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor
Investor Portion), or 819,349 Equity Shares
which shall be available for allocation to Mutual Funds only
Net Offer The Offer less the ICICI Bank Shareholders Reservation
Portion
NIIs / Non-Institutional Investors All Bidders that are not QIBs
or RIBs and who have Bid for Equity Shares for an amount
of more than ₹ 200,000 (but not including NRIs other than
Eligible NRIs)
Non-Institutional Portion Portion of the Net Offer being not
less than 15% of the Net Offer or 12,290,225 Equity
Shares which shall be available for allocation on a
proportionate basis to Non-Institutional
Investors, subject to valid Bids being received at or above the
Offer Price
Non-Resident A person resident outside India as defined under
FEMA and includes NRIs, FVCIs and
FPIs
Non-Resident Indians A non-resident Indian as defined under the
FEMA Regulations
Offer The offer for sale of up to 86,247,187 Equity Shares by
the Selling Shareholders at the
Offer Price aggregating up to ₹ [●] million in terms of this Red
Herring Prospectus. The
Offer comprises the Net Offer and the ICICI Bank Shareholders
Reservation Portion
Offer Agreement The offer agreement dated July 14, 2017 entered
into among our Company, the Selling
Shareholders, the GCBRLMs and the BRLMs pursuant to which
certain arrangements are
agreed to in relation to the Offer
Offer Price The final price at which the Equity Shares will be
Allotted to ASBA Bidders in terms of
this Red Herring Prospectus.
The Offer Price will be decided by our Company and the Selling
Shareholders, in
consultation with the GCBRLMs and the BRLMs, on the Pricing
Date
Price Band The price band of a minimum price of ₹ [●] per Equity
Share (Floor Price) and the
maximum price of ₹ [●] per Equity Share (Cap Price), including
any revisions thereof.
The Price Band and the minimum Bid Lot size for the Offer will
be decided by our
Company and the Selling Shareholders, in consultation with the
GCBRLMs and the
BRLMs, and will be advertised, at least five Working Days prior
to the Bid / Offer
Opening Date, in all editions of the English national newspaper
Financial Express, all
editions of the Hindi national newspaper Jansatta, and Mumbai
edition of the Marathi
newspaper Navshakti (Marathi being the regional language of
Maharashtra, where the
Registered Office is located), each with wide circulation
Pricing Date The date on which our Company and the Selling
Shareholders, in consultation with the
GCBRLMs and the BRLMs, will finalise the Offer Price
Promoter Selling Shareholder ICICI Bank
Prospectus The prospectus to be filed with the RoC after the
Pricing Date in accordance with Section
26 of the Companies Act, 2013 and the SEBI Regulations,
containing, inter alia, the Offer
Price that is determined at the end of the Book Building
Process, the size of the Offer and
certain other information including any addenda or corrigenda
thereto
Public Offer Account The account opened, in accordance with
Section 40 of the Companies Act, 2013, with the
Public Offer Bank to receive monies from the Escrow Account(s)
and the ASBA
Accounts on the Designated Date
Public Offer Bank The bank with whom the Public Offer Account
for collection of Bid Amounts from
Escrow Accounts and ASBA Accounts has been opened, in this case
being ICICI Bank
QIB Portion / QIB Category The portion of the Net Offer
(including the Anchor Investor Portion) being not more than
50% of the Net Offer or 40,967,413 Equity Shares which shall be
allocated to QIBs
(including Anchor Investors)
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9
Term Description
QIBs / QIB Bidders / Qualified
Institutional Buyers
The qualified institutional buyers as defined under Regulation
2(1)(zd) of the SEBI
Regulations
Refund Account The account opened with the Refund Bank, from
which refunds, if any, of the whole or
part of the Bid Amount to the Anchor Investors shall be made
Refund Bank ICICI Bank
Registered Brokers The stock brokers registered with the stock
exchanges having nationwide terminals, other
than the Members of the Syndicate and eligible to procure Bids
in terms of circular
number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI
Registrar to the Offer or Registrar Karvy Computershare Private
Limited
Retail Portion The portion of the Net Offer being not less than
35% of the Net Offer or 28,677,190
Equity Shares which shall be available for allocation to RIBs in
accordance with the SEBI
Regulations, subject to valid Bids being received at or above
the Offer Price
Revision Form The form used by Bidders to modify the quantity of
the Equity Shares or the Bid Amount
in any of their Bid cum Application Forms or any previous
Revision Form(s).
QIB Bidders and Non-Institutional Investors are not allowed to
withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount)
at any stage. RIBs can
revise their Bids during the Bid/Offer Period and withdraw their
Bids until Bid/Offer
Closing Date
RHP / Red Herring Prospectus This red herring prospectus dated
September 6, 2017 issued by our Company in
accordance with Section 32 of the Companies Act, 2013 and the
provisions of the SEBI
Regulations, which does not have complete particulars of the
price at which the Equity
Shares will be offered and the size of the Offer including any
addenda or corrigenda
thereto.
This red herring prospectus has been registered with the RoC at
least three Working Days
before the Bid / Offer Opening Date and will become the
Prospectus upon filing with the
RoC after the Pricing Date
RIBs / Retail Individual Bidders The individual Bidders, who
have Bid for the Equity Shares for an amount not more than
₹ 200,000 in any of the bidding options in the Offer (including
HUFs applying through
their Karta and Eligible NRIs) and does not include NRIs (other
than Eligible NRIs)
RTAs / Registrar and Share Transfer
Agents
The registrar and share transfer agents registered with SEBI and
eligible to procure Bids
at the Designated RTA Locations in terms of circular number
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
SCSB(s) / Self Certified Syndicate
Bank(s)
The banks registered with SEBI, offering services in relation to
ASBA, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
and updated
from time to time
Selling Shareholders ICICI Bank and FAL
Share Escrow Agent The share escrow agent appointed pursuant to
the Share Escrow Agreement namely Karvy
Computershare Private Limited
Share Escrow Agreement The share escrow agreement dated
September 5, 2017 entered into among our Company,
the Selling Shareholders and the Share Escrow Agent in
connection with the transfer of
Equity Shares under the Offer by the Selling Shareholders and
credit of such Equity
Shares to the demat accounts of the Allottees
Specified Locations The Bidding centres where the Syndicate
shall accept Bid cum Application Forms
Syndicate / Members of the Syndicate The GCBRLMs, the BRLMs and
the Syndicate Members
Syndicate Agreement The syndicate agreement dated September 5,
2017 entered into among our Company, the
Selling Shareholders, the GCBRLMs, the BRLMs and the Syndicate
Members in relation
to collection of Bid cum Application Forms by the Syndicate
Syndicate Members The intermediaries registered with SEBI who
are permitted to carry out activities as an
underwriter, namely India Infoline Limited, Edelweiss Securities
Limited and JM
Financial Services Limited
Underwriters [●]
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10
Term Description
Underwriting Agreement The underwriting agreement to be entered
into among our Company, the Selling
Shareholders and the Underwriters on or after the Pricing Date,
but prior to filing the
Prospectus with the RoC
Wilful Defaulter Company or person categorised as a wilful
defaulter by any bank or financial institution
or consortium thereof, in accordance with the guidelines on
wilful defaulters issued by the
Reserve Bank of India and includes any company whose director or
promoter is
categorised as such
Working Day All days other than second and fourth Saturday of
the month, Sunday or a public holiday,
on which commercial banks in Mumbai are open for business;
provided however, with
reference to (a) announcement of Price Band; (b) Bid/Offer
Period, “Working Day” shall
mean all days, excluding Saturdays, Sundays and public holidays,
on which commercial
banks in Mumbai are open for business; and (c) the time period
between the Bid/ Offer
Closing Date and the listing of the Equity Shares on the Stock
Exchanges, “Working Day”
shall mean all trading days of Stock Exchanges, excluding
Sundays and bank holidays, as
per the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated
January 21, 2016
Technical / Insurance Industry related Terms / Abbreviations
Term Description
Accident Year / AY AY is the fiscal year in which a claim event
occurred (regardless of when the claim was
reported or the loss was recorded)
Accretion of discount / amortisation
of premium
Premium/ discount refers to the price paid for a bond as against
the par value of the bond.
This discount or premium is spread over the remaining life of
the bond and is called
accretion or amortisation, respectively
Acquisition Cost Costs that vary with, and are primarily related
to, the acquisition of new, and renewal of
insurance contracts. These include, amongst others, commissions
and policy issue
expenses
Adjuster/Surveyor An independent professional appointed by an
insurer which seeks to determine the extent
of its liability with respect to a claim that is submitted
Agent tied to an insurance company An agent of an insurance
company who receives or agrees to receive payment by way of
commission or other remuneration in consideration of his
soliciting or procuring insurance
business related to the issuance, continuance, renewal or
revival of insurance policies
All risk insurance policy A type of insurance policy that covers
a broad range of risks, including risks that are not
explicitly excluded in the policy contract
Allocated Loss Adjustment Expenses /
ALAE
Claim-related expenses that are directly attributable to a
specific claim
Available Solvency Margin / ASM Available solvency margin means
the excess of value of assets of an insurance company
over the value of its liabilities, with certain further
prescribed adjustments by the IRDAI
Broker A licensed person/firm who arranges insurance contracts
with insurance companies and/
or reinsurance companies on behalf of his clients for
remuneration
Cashless facility A facility extended by an insurance company to
the insured where the payments of the
costs of treatment/repair availed by the insured in accordance
with the policy terms and
conditions are directly made to the network provider by the
insurance company
Certificate of registration Certificate granted by the IRDAI
under the IRDA (Registration of Indian Insurance
Companies) Regulations, 2000, registering an insurance company
to transact the
classes of business specified therein
Claim Incurred (net) Claim incurred (net) are gross incurred
claims less all claims recovered from reinsurers
related to those gross incurred claims. The gross claims
incurred comprise of claims paid,
settlement costs, wherever applicable and change in the
outstanding provision for claims
at the period end
Claim Reserves The reserves in respect of the claims which have
already occurred. It is determined as the
aggregate of outstanding claim reserves and incurred but not
reported claim reserves
Combined ratio The combined ratio is a measure of profitability
of a non-life insurance company’s
underwriting business. The combined ratio is the sum of the loss
ratio and the net expense
ratio
Corporate agent Any entity, as prescribed by the IRDAI, that
holds a valid certificate of registration for
solicitation and servicing any of life, general and health
insurance business
Cover An insurance contract whether in the form of a policy or a
cover note or a certificate of
insurance or any other form as approved by IRDAI to evidence the
existence of an
insurance contract
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11
Term Description
Crop cutting experiment / CCE A crop cutting experiment is a
physical harvest of sampled plots to estimate the crop
yields of a location. The sampled plots are identified by the
agricultural statistics
department of a state using a stratified random survey
method
Directors and Officers Liability Directors and Officers
liability coverage protects directors or officers of a
corporation
from liability arising out of the performance of their
professional duties on behalf of the
corporation
Dividend Cover A measure of the ability of an insurance company
to pay its dividend. It is calculated as
operating profit after tax divided by the total dividend paid
for a particular financial year
Excess of loss reinsurance (also
known as non-proportional
reinsurance)
A type of reinsurance transaction pursuant to which the
reinsurer, subject to a specified
limit, indemnifies the ceding insurer against the amount of loss
in excess of a specified
retention amount
Expenses of Management All expenses in the nature of operating
expenses including commission, brokerage and
remuneration to the insurance agents, intermediaries and
insurance intermediaries which
are charged to the revenue account, but does not include the
charges against profits such
as income tax and wealth tax and other taxes like service tax
borne by the insurer and
other charges which are levied against the profit, as defined in
the Insurance Regulatory
and Development Authority of India (Expenses of Management of
Insurers transacting
life insurance business) Regulations, 2016
Expenses ratio Expenses ratio means operating expenses related
to insurance business divided by net
written premium
Facultative Reinsurance Reinsurance transacted and negotiated on
an individual risk basis. The ceding insurer has
the option to offer the individual risk to the reinsurer and the
reinsurer retains the right to
accept or reject the risk
Fair value change account Unrealised gains/ losses arising due
to changes in the fair value of listed equity shares and
mutual funds
First notice of loss / FNOL The initial report made to an
insurer following a loss, theft, or damage of an insured asset.
The FNOL is normally the first step in the processing of a
claim
Gross Direct Premium Income (GDPI) Gross Direct Premium Income
is the total premium received before taking into account
reinsurance assumed and ceded
Gross Written Premium / GWP Gross Written Premium is the sum of
GDPI and reinsurance inward premium accepted
Incurred but not enough reported/
IBNER
IBNER is a reserve reflecting expected changes (increases and
decreases) in the estimates
of reported claims as on the accounting date
Incurred But Not Reported Claim
Reserves / IBNR
Includes IBNER, estimate for reopened claims, provision for
incurred but not reported
claims, provision for claims in transit as on the accounting
date and ALAE
Indian Motor Third Party Insurance
Pool / IMTPIP
The IMTPIP was a multilateral arrangement for insurance set up
by the IRDAI in respect
of third-party claims against commercial vehicles, the losses or
gains from which were
shared by all Indian non-life insurance companies in proportion
to their overall market
share. The IMTPIP was effective from April 1, 2007 to March 31,
2012
Indian Motor Third-party Declined
Risk Pool / IMTPDRP
The IMTPDRP was an arrangement for insurance, set up by the
IRDAI, in respect of
standalone third-party claims against commercial vehicles that
insurers “declined” to keep
on their books. The losses or gains from such pool were shared
by Indian non-life
insurance companies that failed to meet a certain quota of
third-party insurance policies
underwritten. The IMTPDRP was effective from April 1, 2012 to
March 31, 2016
Inland Marine Coverage for property that may be in transit, held
by a bailee, at a fixed location, or a
movable good that is often at different locations
Insurance underwriting The process by which an insurance company
examines risk and determines whether the
insurer will accept the risk or not, classifies those accepted
and determines the appropriate
rate for coverage provided
Intermediary Entities like insurance brokers, re-insurance
brokers, insurance consultants,
individual/corporate agents, third-party administrators,
surveyors, loss assessors and any
other entities as may be specified by the IRDAI for undertaking
insurance related
activities
Investment Income Investment income will include, income taken
to revenue account and profit and loss
account (interest, profit/loss on sale, accretion of discount,
amortization of premium,
dividend earned during the period) and taken to financial
statements pertaining to all the
securities held under that category during that period
Investment leverage Investment leverage is the ratio of total
investment assets (net of borrowings) to net worth.
I-Partner An information technology platform extended to
intermediaries, more specifically agents
for booking insurance policies
Kharif Kharif refers to the season which lasts from April to
October and the crops that are
cultivated and harvested in such season
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12
Term Description
Loss ratio Loss ratio is the ratio of claims incurred (net) to
NEP
Loss Reserves Loss reserves are the reserves (or provision) for
outstanding claims, IBNR and IBNER
Modified National Agricultural
Insurance Scheme / MNAIS
The Modified National Agriculture Insurance Scheme was
functioning as a component of
National Crop Insurance Programme (NCIP). This scheme provides
insurance coverage
and financial support to the farmers in the event of failure of
crops and subsequent low
crop yield
Monoline insurer A monoline insurer is a non-life insurer having
a license to carry out a specific line of
business. Eg: health insurance including travel and personal
accident insurance or
agriculture/crop insurance
Net earned premiums / NEP Net written premium adjusted by the
change in unexpired risk reserve for the period
Net expense ratio Net expense ratio is the ratio of the sum of
operating expenses related to insurance
business and commission paid (net) to the NWP
Net Promoter Score / NPS The Net Promoter Score is an index
ranging from -100 to 100 that measures the
willingness of customers to recommend a company's products or
services to others. It is
used as a proxy for gauging the customer's overall satisfaction
with a company's product
or service and customers’ loyalty to the brand.
Surveyed customers are asked to rate the company on a scale of
0-10 in terms of how
likely they are to recommend the company to others. Respondents
are grouped as follows:
Promoters – Those who give a rating of 9-10
Passives – Those who give a rating of 7-8
Detractors - Those who give a rating of 0-6
NPS = % Promoters - % Detractors
Net worth Net worth represents the shareholders’ funds and is
computed as sum of share capital,
reserves and surplus, net of miscellaneous expenditure and debit
balance in the profit and
loss account
Net written premium / NWP GWP less premium on reinsurance
ceded
Non-Life insurance density The ratio of overall GDPI in the
non-life insurance industry to the population of a country
Non-life insurance penetration Overall GDPI in the non-life
insurance industry as a percentage of gross domestic product
of a country
Non-Life Insurance Penetration Non-life Insurance penetration
refers to GDPI as a percentage of Gross Domestic Product
of India
Obligatory cession The portion of risk that Indian non-life
insurance companies are required by law to cede to
General Insurance Corporation of India (GIC Re).
Outstanding Claim Reserves / OS
Reserves
The provision made in respect of all outstanding reported claims
as on the accounting
date. OS Reserves include ALAE
Over-the-counter (OTC) products Pre-defined products with
standardized price, terms and conditions offered to customers
Place of Business A regional office, a zonal office, a
divisional office, branch office or any subordinate
office or any other office by whatever name called set up within
India or a ‘representative
or a liaison office of Indian insurers’ or a ‘foreign branch
office of Indian insurer’ set up
outside India by the insurers registered in India
Policyholders’ Funds The policyholders funds shall be the sum of
(a) estimated liability for outstanding claims
including incurred but not reported and incurred but not enough
reported (b) unexpired
risk reserve (“URR”) (c) catastrophe reserve (d) premium
deficiency (e) other liabilities
net off other assets.
“Other liabilities” comprise of (i) premium received in advance
(ii) unallocated premium
(iii) balance due to other insurance companies (iv) due to
others members of third party
pool (“IMTPIP”), if applicable and (v) Sundry creditors (due to
policyholders). Other
assets comprise of (i) outstanding premium (ii) due from other
entities carrying on
insurance business including re-insurers (iii) balance with
terrorism pool (if applicable)
and (iv) balance with motor third party pool, if any (if
applicable)
Portability The right accorded to an individual health insurance
policyholder (including family
cover), to transfer the credit gained for pre-existing
conditions and time bound exclusions,
from one insurer to another or from one plan to another plan of
the same insurer
Pradhan Mantri Fasal Bima Yojana /
PMFBY
A Government of India programme under which the central and
state governments
subsidise the purchase of yield-based crop insurance for
farmers. The PMFBY was
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13
Term Description
launched in April 2016 and covers food crops, oilseeds and
commercial and horticultural
crops
Premium Deficiency Reserve The reserve held in excess of the
unearned premium reserve, which allows for any
expectation that the unearned premium reserve will be
insufficient to cover the cost of
claims and related expenses incurred during the period of
unexpired risk
Premium ceded Premium on reinsurance ceded is the premium in
relation to the risk that we cede to our
reinsurers
Probable Maximum Loss (PML) The maximum loss that an insurer
would be expected to incur on a policy. The probable
maximum loss represents an internal determination of the
worst-case scenario for an
insurer
Proportional reinsurance A type of reinsurance transaction
pursuant to which the reinsurer and the ceding insurer
share a defined percentage of the premiums and liabilities of
certain underlying insurance.
The reinsurer also typically pays the ceding reinsurer a
commission
Rabi Rabi refers to the season which typically lasts from
mid-November to April/May and the
crops that are cultivated and harvested in such season
Rashtriya Swasthya Bima Yojana /
RSBY
A Government of India programme under which the central and
state governments
provide health insurance to low income households and certain
defined categories of
unorganised workers
Reinsurance Reinsurance is a transaction whereby one company,
the reinsurer, agrees to indemnify
another insurance company, the reinsured against all or part of
the loss that the latter
sustains under a policy or policies that it has issued, in
return for a premium
Reinsurance ceded/accepted Reinsurance means an insurance
contract between one insurance company (cedant) and
another insurance company (reinsurer) to indemnify against
losses on one or more
contracts issued by the cedant in exchange for consideration.
The consideration paid/
received is termed as reinsurance ceded/accepted. The intent of
reinsurance is for an
insurance company to reduce the risks associated with
underwritten policies by spreading
risks across alternative institutions
Reserving Triangle A table showing development of estimated
ultimate loss amount and the corresponding
outstanding reserves for each accident year over the subsequent
periodic valuations
Retained risk The amount of liability for which an insurance
company will remain responsible after
accounting for its reinsurance arrangements
Retention limit The maximum amount of risk retained by an
insurer, beyond which the insurer cedes the
risk to reinsurers
Retrocession Retrocession is the ceding of reinsurance accepted
to another reinsurer
Rider The add-on benefits which are in addition to the benefits
under a basic policy
RSM / Required Solvency Margin Shall be the higher of the
amounts of RSM 1 and RSM 2 for each line of business
(“LOB”) separately.
RSM 1 means required solvency margin based on net premiums, and
shall be determined
as 20% of the amount which is the higher of (a) the gross
premiums multiplied by a factor
specified for each LOB and (b) the net premiums.
RSM 2 means required solvency margin based on net incurred
claims and shall be
determined as 30% of the amount which is the higher of (a) the
gross incurred claims
multiplied by a factor specified for each LOB and (b) the net
incurred claims
S&P or equivalent international rating A rating from S&P
or the S&P rating that corresponds to the rating from A.M.
Best, Fitch
or Moody’s in the following table:
S&P Fitch Moody's A.M. Best
AAA AAA Aaa A++
AA+ AA+ Aa1
AA AA Aa2 A+
AA- AA- Aa3
A+ A+ A1
A A A2 A
A- A- A3 A-
BBB+ BBB+ Baa1 B++
BBB BBB Baa2
BBB- BBB- Baa3
BB+ BB+ Ba1
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14
Term Description
BB BB Ba2 B+
BB- BB- Ba3
B+ B+ B1 B
B B B2 B-
B- B- B3
CCC+ CCC Caa C++
CCC DD Ca C+
CCC- SR C
CC C
C-
D
E
F
S
Salvage Value recoverable from sale of scrap/recovered material
arising from claim
Shareholders’ Funds Shareholders’ funds comprise of share
capital plus all reserves and surplus (except
revaluation reserve and fair value change account) as at the
balance sheet date,
represented by investments of funds held in business beyond
solvency margin
Solvency Ratio (Solvency) The ratio of available solvency margin
to the required solvency margin
Technical reserves Technical reserves means reserve for
unexpired risks plus premium deficiency reserve
plus reserve for outstanding claims (including IBNR and
IBNER)
Third Party Administrators / TPA A company registered with
IRDAI, and engaged by an insurer, for a fee or remuneration,
by whatever name called and as may be mentioned in the
agreement, for providing health
services as mentioned under the Insurance Regulatory and
Development Authority of
India (Third Party Administrators - Health Services)
Regulations, 2016
Third-party loss / TP loss A loss suffered by a person(s) other
than the insured or insurer who has incurred losses or
is entitled to receive payment due to acts or omissions of the
insured
Treaty A reinsurance contract in which a reinsurance company
agrees to accept all of a particular
type of risk from the ceding insurance company. Reinsurers in a
treaty contract are
obliged to accept all risks outlined in the contract
Underwriting Balance Ratio Computed as underwriting profit or
loss divided by net premium for the respective class
of business
Underwriting Results Underwriting profit or loss which is
computed as net premium earned less net claims
incurred less net commission less operating expenses related to
insurance business
Unearned Premium Reserve / UPR An amount representing that part
of the premium written which is attributable and to be
allocated to the succeeding accounting periods
Unexpired Risk Reserve / URR Reserves in respect of the
liabilities for unexpired risks and determined as the aggregate
of unearned premium reserve and premium deficiency reserve
Weather Based Crop Insurance
Scheme (WBCIS)
Weather Based Crop Insurance Scheme is an index based insurance
cover which aims to
mitigate the hardship of the insured farmers against the
likelihood of financial loss by
providing protection against variation in specified weather
indices such as rainfall,
humidity, temperature etc. or a combination of these factors
Conventional and General Terms / Abbreviations
Term Description
₹ / Rs./ Rupees/ INR Indian Rupees
AGM Annual general meeting
AIF An alternative investment fund as defined in and registered
with SEBI under the
Securities and Exchange Board of India (Alternative Investment
Funds) Regulations, 2012
AS / Accounting Standards The Accounting Standards issued by the
Institute of Chartered Accountants of India
Bn / bn Billion
BSE BSE Limited
CAGR Compounded annual growth rate
Category I Foreign Portfolio Investors The FPIs who are
registered as “Category I foreign portfolio investors” under the
SEBI
FPI Regulations
Category II Foreign Portfolio The FPIs who are registered as
“Category II foreign portfolio investors” under the SEBI
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15
Term Description
Investors FPI Regulations
Category III Foreign Portfolio
Investors
The FPIs who are registered as “Category III foreign portfolio
investors” under the SEBI
FPI Regulations
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
CIN Corporate Identification Number
Companies Act The Companies Act, 2013 and Companies Act, 1956,
as applicable
Companies Act, 1956 The Companies Act, 1956 (without reference
to the provisions thereof that have ceased to
have effect upon notification of the sections of the Companies
Act, 2013) along with the
relevant rules made thereunder
Companies Act, 2013 The Companies Act, 2013, to the extent in
force pursuant to the notification of sections of
the Companies Act, 2013, along with the relevant rules made
thereunder
Competition Act The Competition Act, 2002
CrPC The Code of Criminal Procedure, 1973
Debenture Trustees Regulations Securities and Exchange Board of
India (Debenture Trustees) Regulations, 1993
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director identification number
DIPP The Department of Industrial Policy and Promotion, Ministry
of Commerce and Industry,
Government of India
DP / Depository Participant A depository participant as defined
under the Depositories Act
DP ID Depository participant identification
EGM Extraordinary general meeting
EPS Earnings per share
Erstwhile OCB / Overseas Corporate
Body
A company, partnership firm, society and other corporate body
owned directly or
indirectly to the extent of at least sixty percent by NRIs and
includes overseas trust in
which not less than 60% beneficial interest is held by NRIs
directly or indirectly but
irrevocably and which was in existence on the date of
commencement of the Foreign
Exchange Management (Withdrawal of General Permission to
Overseas Corporate Bodies
(OCBs)) Regulations, 2003 and immediately prior to such
commencement was eligible to
undertake transactions pursuant to the general permission
granted under the relevant
regulations issued under FEMA
ESOP Employee stock options
FDI Foreign direct investment
FDI Policy The Consolidated Foreign Direct Investment Policy
notified by the DIPP under D/o IPP F.
No. 5(1)/2017-FC-1 dated August 28, 2017
FEMA The Foreign Exchange Management Act, 1999, read with rules
and regulations thereunder
FEMA Regulations The Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident
Outside India) Regulations, 2000
Financial Year / Fiscal / FY Unless stated otherwise, the period
of 12 months ending March 31 of that particular year
FIR First information report
Foreign Investment Rules The Indian Insurance Companies (Foreign
Investment) Rules, 2015
FPI(s) The foreign portfolio investors as defined under the SEBI
FPI Regulations
FVCI Foreign venture capital investors as defined and registered
under the SEBI FVCI
Regulations
GAAR General anti-avoidance rules
GDP Gross domestic product
GIC Re General Insurance Corporation of India is the national
reinsurer wholly owned by the
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16
Term Description
Government of India.
GoI or Government Government of India
GST Goods and services tax
HUF Hindu undivided family
ICAI The Institute of Chartered Accountants of India
ICDS Income Computation and Disclosure Standards
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
Income Tax Act The Income-tax Act, 1961
Ind AS Indian Accounting Standards
India Republic of India
Indian GAAP Generally accepted accounting principles in
India
Insurance Act The Insurance Act, 1938
IPC The Indian Penal Code, 1860
IPO Initial public offering
IRDA Act The Insurance Regulatory and Development Authority Act,
1999
IRDAI Insurance Regulatory and Development Authority of
India
IRDAI Control Guidelines The guidelines on “Indian owned and
controlled” issued by the IRDAI on October 19,
2015
IRDAI Corporate Governance
Guidelines
The Corporate Governance Guidelines for Insurers in India, 2016
issued by IRDAI
IRDAI Expenses of Management
Regulations
The Insurance Regulatory and Development Authority of India
(Expenses of Management
of Insurers transacting General or Health Insurance Business)
Regulations, 2016
IRDAI Investment Regulations The Insurance Regulatory and
Development Authority of India (Investment) Regulations,
2016
IRDAI Issuance of Capital
Regulations
The Insurance Regulatory and Development Authority of India
(Issuance of Capital by
Indian Insurance Companies transacting other than Life Insurance
Business) Regulations,
2015
IRDAI Preparation of Financial
Statements Regulations
The Insurance Regulatory and Development Authority (Preparation
of Financial
Statements and Auditor’s Report of Insurance Companies)
Regulations, 2002
IRDAI Registration of Corporate
Agents Regulations
The Insurance Regulatory and Development Authority of India
(Registration of Corporate
Agents) Regulations, 2015
IRDAI Transfer of Equity Shares
Regulations
The Insurance Regulatory and Development Authority of India
(Transfer of Equity Shares
of Insurance Companies) Regulations, 2015
IST Indian Standard Time
IT Information technology
Listed Indian Insurance Companies
Guidelines
The Insurance Regulatory and Development Authority of India
(Listed Indian Insurance
Companies) Guidelines, 2016
Listing Regulations The Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015
MAT Minimum alternate tax
Mn / mn Million
Mutual Fund(s) The mutual funds registered with SEBI under the
Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
N.A. / NA Not applicable
NAV Net asset value
NEFT National Electronic Fund Transfer
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17
Term Description
Negotiable Instruments Act The Negotiable Instruments Act,
1881
NR Non-resident
NRE Account Non-Resident External Account
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
p.a. Per annum
P/E Ratio Price / earnings ratio
PAN Permanent account number
PAT Profit after tax
RBI Reserve Bank of India
RoNW Profit after tax for the period divided by the net worth as
at the period end
RTGS Real time gross settlement
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI The Securities and Exchange Board of India constituted
under the SEBI Act, 1992
SEBI Act The Securities and Exchange Board of India Act,
1992
SEBI AIF Regulations The Securities and Exchange Board of India
(Alternative Investment Funds) Regulations,
2012
SEBI FPI Regulations The Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations,
2014
SEBI FVCI Regulations The Securities and Exchange Board of India
(Foreign Venture Capital Investors)
Regulations, 2000
SEBI Regulations The Securities and Exchange Board of India
(Issue of Capital and Disclosure
Requirements) Regulations, 2009
SEBI Takeover Regulations The Securities and Exchange Board of
India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
SEBI VCF Regulations Erstwhile Securities and Exchange Board of
India (Venture Capital Funds) Regulations,
1996
SICA Erstwhile Sick Industrial Companies (Special Provisions)
Act, 1985
State Government The government of a state in India
Stock Exchanges BSE and NSE
STT Securities transaction tax
U.S. / US / USA / United States United States of America
U.S. Securities Act U.S. Securities Act, 1933
UK United Kingdom
US GAAP Generally accepted accounting principles in the United
States of America
USD / US$ United States Dollars
VAT Value-added tax
VCFs The venture capital funds as defined in and registered with
SEBI under the SEBI VCF
Regulations
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18
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND
MARKET DATA
Certain Conventions
All references to “India” in this Red Herring Prospectus are to
the Republic of India and all references to the “U.S.”, “US”,
“USA” or “United States” are to the United States of America and
all references to the “U.K.” or “UK” are to the United
Kingdom.
Unless stated otherwise, all references to page numbers in this
Red Herring Prospectus are to the page numbers of this Red
Herring Prospectus.
Financial Data
Unless stated otherwise, the financial information in this Red
Herring Prospectus is derived from our Restated Financial
Statements as of, for the three months ended June 30, 2017 and
for the three months ended June 30, 2016 and Fiscals ended
March
31, 2017, 2016, 2015, 2014 and 2013. These financial statements
have been prepared in accordance with Indian GAAP, the
Companies Act, the Insurance Act, the IRDA Act, regulations
framed and circulars issued thereunder and restated under the
SEBI
Regulations.
In this Red Herring Prospectus, any discrepancies in any table
between the total and the sum of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to
the second decimal for all amounts in ₹ billion and one or two
decimal in case of ₹ million (as appropriate). All percentage
figures have been rounded off to one or two decimal (as
appropriate)
place except certain elements like investment yield and
financial ratios which are rounded off to second decimal place
and
accordingly there may be consequential changes in this Red
Herring Prospectus. Further, percentage figures are computed on
basis
of figures denominated in ₹ million.
Our Company’s financial year commences on April 1 and ends on
March 31 of the next year; accordingly, all references to a
particular financial year, unless stated otherwise, are to the
12-month period ended on March 31 of that year. References in
this
Red Herring Prospectus to the terms Fiscal or Fiscal Year or
Financial Year is to the 12 months ended on March 31 of such
year,
unless otherwise specified. Indian GAAP differs from accounting
principles and auditing standards with which prospective
investors may be familiar in other countries, including IFRS and
US GAAP and the reconciliation of the financial information to
other accounting principles and auditing standards has not been
provided. Our Company has not attempted to explain those
differences or quantify their impact on the financial data
included in this Red Herring Prospectus and investors should
consult
their own advisors regarding such differences and their impact
on our Company’s financial data. See “Risk Factors” on page 59
for risks involving differences between Indian GAAP and other
accounting principles and auditing standards and risks in
relation
to Ind AS. The degree to which the financial information
included in this Red Herring Prospectus will provide meaningful
information is entirely dependent on the reader’s level of
familiarity with Indian accounting policies and practices, Indian
GAAP,
the Insurance Act, the IRDA Act, regulations framed and
circulars issued thereunder, the Companies Act and the SEBI
Regulations. Any reliance by persons not familiar with Indian
accounting policies, Indian GAAP, the Companies Act, the
Insurance Act, the IRDA Act, regulations framed and circulars
issued thereunder, the SEBI Regulations and practices on the
financial disclosures presented in this Red Herring Prospectus
should accordingly be limited. See “Risk Factors - Risks
Relating
to the Indian Insurance Industry - Our financial statements and
the presentation of our performance metrics differ
significantly
from those of non-insurance companies and may be difficult to
understand or interpret” on page 57.
In accordance with the IRDAI Issuance of Capital Regulations,
our Company has obtained a certificate dated September 1, 2017
from the Joint Auditors in relation to (i) the liabilities being
determined in the manner prescribed under the Insurance
Regulatory
and Development Authority (Assets, Liabilities and Solvency
Margins of Insurers) Regulations, 2000 and the Insurance
Regulatory and Development Authority of India (Assets,
Liabilities, and Solvency Margin of General Insurance business)
Regulations, 2016, as applicable and such liabilities being fair
and reasonable, and (ii) the liabilities include the incurred but
not
reported (IBNR) and the incurred but not enough reported (IBNER)
reserves as determined by the appointed actuary of our
Company in accordance with the applicable IRDAI regulatio