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Draft Red Herring Prospectus
Dated February 8, 2019
(Please read Section 32 of the Companies Act, 2013) 100% Book
Building Offer
RELIANCE GENERAL INSURANCE COMPANY LIMITED
Our Company was originally incorporated as ‘Reliance General
Insurance Limited’, a public limited company under the Companies
Act, 1956, pursuant to a certificate of incorporation issued by the
RoC on August 17, 2000.
Thereafter, the name of our Company was changed to ‘Reliance
General Insurance Company Limited’ and a fresh certificate of
incorporation was issued by the RoC, on October 12, 2000.
Subsequently, our Company
received a certificate for commencement of business on November
17, 2000 from the RoC. Pursuant to a certificate issued by the
Insurance Regulatory and Development Authority of India (“IRDAI”)
on October 23, 2000,
our Company was registered with the IRDAI (registration number
103). For details of changes in the name and registered office
address of our Company, see ‘History and Certain Corporate Matters’
on page 188.
Registered Office: H Block, 1st Floor, Dhirubhai Ambani
Knowledge City, Navi Mumbai 400 710, Maharashtra, India
Corporate Office: Reliance Centre, South Wing, 4th Floor, Off.
Western Express Highway, Santacruz (East), Mumbai 400 055,
Maharashtra, India
Contact Person: Mohan Khandekar, Company Secretary and
Compliance Officer for the Offer; Tel.: + 91 22 33031000;
E-mail: [email protected]; Website:
www.reliancegeneral.co.in; Corporate Identity Number:
U66603MH2000PLC128300
PROMOTER OF OUR COMPANY: RELIANCE CAPITAL LIMITED
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE
OF ₹ 10 EACH (“EQUITY SHARES”) OF RELIANCE GENERAL INSURANCE
COMPANY LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE
OF ₹ [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ [●] PER
EQUITY SHARE (THE “OFFER PRICE”) AGGREGATING UP TO ₹ [●] MILLION
(THE “OFFER”). THE OFFER COMPRISES OF A FRESH ISSUE OF UP TO [●]
EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ₹ 2,000 MILLION (THE
“FRESH ISSUE”) AND AN OFFER FOR SALE BY RELIANCE CAPITAL LIMITED,
THE PROMOTER OF OUR COMPANY (THE “PROMOTER SELLING SHAREHOLDER”),
OF UP TO 79,489,821 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION
(“THE OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE UP TO [●] % OF
THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE
OFFER SHALL COMPRISE OF A NET OFFER OF UP TO [●]
EQUITY SHARES AND RELIANCE CAPITAL SHAREHOLDERS’ RESERVATION
PORTION OF UP TO 10% OF THE OFFER. THE OFFER AND THE NET OFFER
SHALL CONSTITUTE [●]% AND [●]%,
RESPECTIVELY OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF
OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARE IS ₹ 10. THE OFFER PRICE IS
[●] TIMES THE FACE VALUE OF THE EQUITY SHARES.
THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY
OUR COMPANY AND THE PROMOTER SELLING SHAREHOLDER IN CONSULTATION
WITH THE GCBRLMS AND THE BRLMS
AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL
DAILY NEWSPAPER [●], ALL EDITIONS OF THE HINDI NATIONAL DAILY
NEWSPAPER [●], AND THE [●] EDITION OF THE
MARATHI DAILY NEWSPAPER [●] (MARATHI BEING THE REGIONAL LANGUAGE
OF MAHARASHTRA WHEREIN THE REGISTERED OFFICE OF OUR COMPANY IS
LOCATED), EACH WITH WIDE
CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ OFFER
OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (“BSE”)
AND NATIONAL STOCK EXCHANGE OF
INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK
EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES.
In case of any revision in the Price Band, the Bid/ Offer Period
shall be extended for at least three additional Working Days after
such revision of the Price Band, subject to the total Bid/Offer
Period not exceeding 10 Working Days. In cases of
force majeure, banking strike or similar circumstances, our
Company may, for reasons to be recorded in writing, extend the Bid
/ Offer Period for a minimum of three Working Days, 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,
shall be widely disseminated by notification to the Stock Exchanges
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 Members of the
Syndicate and by intimation to Designated Intermediaries and
Sponsor Bank.
The Offer is being made in terms of Rule 19(2)(b)(iii) of the
Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”).
The Offer is being made through the Book Building Process in
accordance with Regulation 6(1) of the Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (“SEBI ICDR
Regulations”), wherein 50% of the Net Offer shall be available for
allocation on a proportionate basis to Qualified Institutional
Buyers (“QIB Portion”), provided that our Company and the Promoter
Selling Shareholder in consultation with the GCBRLMs and the BRLMs
may allocate up to 60% of the QIB Portion to Anchor Investors at
the Anchor Investor Allocation Price, on a
discretionary basis, out of which at least one-third will be
reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription or non-
allocation in the Anchor Investor Portion, the balance Equity
Shares shall be added to the Net QIB Portion. The number of Equity
Shares representing 5% of the Net QIB Portion shall be available
for allocation on a proportionate basis to Mutual Funds only. The
remainder of the Net QIB Portion shall be available for allocation
on a proportionate basis to QIBs (other than Anchor Investors),
including Mutual Funds, subject to valid Bids being received from
them at or above the Offer Price. However, if
the aggregate demand from Mutual Funds is less than 5% of the
Net QIB Portion, the balance Equity Shares available for allocation
in the Mutual Fund Portion will be added to the remaining Net QIB
Portion for proportionate allocation to QIBs. Further,
not less than 15% of the Net Offer shall be available for
allocation on a proportionate basis to Non-Institutional Bidders
and not less than 35% of the Net Offer shall be available for
allocation to Retail Individual Bidders in accordance with the SEBI
ICDR
Regulations, subject to valid Bids being received from them at
or above the Offer Price. For details, see “Offer Procedure” on
page 395.
RISKS IN RELATION TO 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. The Offer Price/Floor Price/Price Band, as
determined and justified by our Company and the Promoter Selling
Shareholder in consultation with the GCBRLMs and the BRLMs in
accordance with the SEBI ICDR Regulations and as stated in “Basis
for Offer Price” on page 89 should not be taken to be indicative of
the market price of the
Equity Shares after such Equity Shares are listed. No assurance
can be given regarding an active and/or sustained trading in the
Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a
degree of risk and investors should not invest any funds in this
Offer unless they can afford to take the risk of losing their
entire investment. Investors are advised to read the risk factors
carefully before taking an investment decision in this Offer. For
taking an investment decision, investors must rely on their own
examination of the Issuer and this Offer, including the risks
involved. The Equity Shares have not been
recommended or approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of
the contents of this Draft Red Herring Prospectus. Specific
attention of the investors is invited to “Risk
Factors” on page 21.
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 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 disclosure document. It is to be
distinctly understood that this disclosure document should not in
any way be deemed or construed to have been
approved or vetted by IRDAI.
COMPANY AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE
RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts
responsibility for and confirms that this Draft Red Herring
Prospectus contains all information with regard to our Company and
this Offer, which is material in the context of this
Offer, that the information contained in this Draft 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 Draft 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. The Promoter Selling Shareholder
accepts responsibility for and confirms only the statements
specifically made by the Promoter Selling Shareholder in this Draft
Red Herring Prospectus to the extent of information specifically
pertaining to it and the Offered Shares assumes responsibility that
such statements are true and correct in all material respects and
not misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus are
proposed to be listed on BSE and NSE. Our Company has received
in-principle approvals from BSE and NSE for listing of the Equity
Shares pursuant to their letters dated [●]
and [●], respectively. For the purposes of this Offer, [●] shall
be the Designated Stock Exchange. A signed copy of the 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 the Red Herring Prospectus up to
the Bid/Offer Closing Date, see “Material Contracts and Documents
for Inspection” on
page 429.
GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS
Motilal Oswal Investment Advisors Limited
Motilal Oswal Tower, Rahimtullah, Sayani Road,
Opposite Parel ST Depot, Prabhadevi, Mumbai - 400 025,
Maharashtra, India
Tel: +91 22 3846 4380
E-mail: [email protected]
Investor Grievance E-mail: [email protected]
Website: www.motilaloswalgroup.com
Contact Person: Subodh Mallya/Kristina Dias
SEBI Registration No.: INM000011005
CLSA India Private Limited
8 / F Dalamal House
Nariman Point Mumbai 400 021, Maharashtra, India
Tel: +91 22 6650 5050
E-mail: [email protected]
Investor Grievance E-mail: [email protected]
Website: www.india.clsa.com
Contact Person: Rahul Choudhary
SEBI Registration No.: INM000010619
Credit Suisse Securities (India) Private Limited
9th Floor, Ceejay House, Plot F,
Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai 400 018,
Maharashtra, India
Tel: +91 22 6777 3777
E-mail: [email protected]
Investor grievance e-mail:
[email protected]
Website:
https://www.credit-suisse.com/in/en/investment-banking/regional-
presence/asia-pacific/india/ipo.html
Contact Person: Ashish Zambre
SEBI Registration No.: INM000011161
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Haitong Securities India Private Limited
1203A, Floor 12A, Tower 2A, One Indiabulls Centre, 841,
Senapati Bapat Marg, Elphinstone Road,
Mumbai – 400 013 Maharashtra, India
Tel: +91 22 4315 6857
E-mail: [email protected]
Investor Grievance e-mail:
[email protected] Website:
http://www.htisec.com/en-us/haitong-india
Contact person: Hardik Doshi
SEBI Registration Number: INM000012045
IndusInd Bank Limited
11th Floor, Tower 1, One Indiabulls Centre,
841, Senapati Bapat Marg
Elphinstone Road
Mumbai 400 013
Maharashtra, India
Tel: +91 22 7143 2208
E-mail: [email protected] Investor grievance ID:
[email protected]
Website: www.indusind.com
Contact person: Rahul Joshi
SEBI registration number: INM000005031
YES Securities (India) Limited
Unit No. 602 A, 6th floor, Tower 1 & 2,
Indiabulls Finance Centre,
Senapati Bapat Marg, Elphinstone (W),
Mumbai 400 013, Maharashtra, India
Tel.: +91 22 3012 6776
E-mail: [email protected]
Investor grievance e-mail: [email protected] Website:
www.yesinvest.in
Contact Person: Nikhil Bhiwapurkar
SEBI Registration: MB/INM000012227
Karvy Fintech Private Limited (formerly KCPL Advisory
Services Private Limited)
Karvy Selenium Tower B, Plot 31 & 32
Gachibowli, Financial District
Nanakramguda,
Hyderabad 500 032
Telangana, India
Tel: +91 40 6716 2222 E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: https://www.karvyfintech.com/
Contact person: M Murali Krishna
SEBI Registration No.: INR000000221* *The registration is
currently under the name of Karvy
Computershare Private Limited. Karvy Fintech Private Limited
has
filed an application with the SEBI for registration under its
new
name, which is currently pending
BID/OFFER PROGRAMME
BID/ OFFER OPENS ON: * [●]
BID/ OFFER CLOSES ON: ** [●]
* Our Company and the Promoter Selling Shareholder may, in
consultation with the GCBRLMs and the BRLMs, consider participation
by Anchor Investors. The Anchor Investors shall Bid during the
Anchor Investor Bidding Date, i.e., one Working Day prior to
the
Bid/Offer Opening Date. **Our Company and the Promoter Selling
Shareholder may, in consultation with the GCBRLMs and the BRLMs,
decide to close Bidding by QIBs one day prior to the Bid/Offer
Closing Date, in accordance with the SEBI ICDR Regulations.
mailto:[email protected]:[email protected]://www.indusind.com/https://www.credit-suisse.com/in/en.html
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TABLE OF CONTENTS
SECTION I – GENERAL
...........................................................................................................................................
1
DEFINITIONS AND ABBREVIATIONS
................................................................................................................
1 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA
AND
CURRENCY OF PRESENTATION
.......................................................................................................................
14 FORWARD-LOOKING STATEMENTS
...............................................................................................................
16 SUMMARY OF THE OFFER DOCUMENT
.........................................................................................................
17
SECTION II - RISK FACTORS
..............................................................................................................................
21
SECTION III – INTRODUCTION
..........................................................................................................................
61
SUMMARY FINANCIAL INFORMATION
.........................................................................................................
61 THE OFFER
............................................................................................................................................................
65 GENERAL INFORMATION
..................................................................................................................................
66 CAPITAL STRUCTURE
........................................................................................................................................
75 OBJECTS OF THE OFFER
....................................................................................................................................
86 BASIS FOR OFFER PRICE
...................................................................................................................................
89 STATEMENT OF TAX BENEFITS
.......................................................................................................................
92
SECTION IV – ABOUT OUR COMPANY
..........................................................................................................
102
INDUSTRY OVERVIEW
.....................................................................................................................................
102 OUR BUSINESS
...................................................................................................................................................
145 REGULATIONS AND POLICIES
.......................................................................................................................
175 HISTORY AND CERTAIN CORPORATE MATTERS
......................................................................................
188 OUR MANAGEMENT
.........................................................................................................................................
192 OUR PROMOTER AND PROMOTER GROUP
.................................................................................................
211 OUR GROUP COMPANIES
................................................................................................................................
215 RELATED PARTY TRANSACTIONS
................................................................................................................
232 DIVIDEND POLICY
............................................................................................................................................
233
SECTION V – FINANCIAL INFORMATION
....................................................................................................
234
FINANCIAL STATEMENTS
...............................................................................................................................
234 OTHER FINANCIAL INFORMATION
...............................................................................................................
305 ADDITIONAL DISCLOSURES OF FINANCIAL STATEMENTS UNDER IRDAI
CAPITAL
REGULATIONS
...................................................................................................................................................
306 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS
......................................................................................................................................................
323 CAPITALISATION STATEMENT
......................................................................................................................
351 FINANCIAL INDEBTEDNESS
...........................................................................................................................
352
SECTION VI – LEGAL AND OTHER INFORMATION
..................................................................................
354
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
........................................................... 354
GOVERNMENT AND OTHER APPROVALS
...................................................................................................
372 OTHER REGULATORY AND STATUTORY DISCLOSURES
........................................................................
374
SECTION VII – OFFER INFORMATION
..........................................................................................................
388
TERMS OF THE OFFER
......................................................................................................................................
388 OFFER
STRUCTURE...........................................................................................................................................
392 OFFER PROCEDURE
..........................................................................................................................................
397 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
..................................................... 415
SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
........................................ 416
SECTION IX – OTHER INFORMATION
...........................................................................................................
429
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
.............................................................. 429
DECLARATION
...................................................................................................................................................
432
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1
SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and
abbreviations which, unless the context
otherwise indicates or implies, shall have the meaning as
provided below. References to any legislation, act,
regulation, rule, guideline, policy, circular, notification or
clarification shall be to such legislation, act,
regulation, rule, guideline, policy, circular, notification or
clarification as amended.
General Terms
Term Description
“the Company”, “our Company”,
or “the Issuer” or “we”, “our” or
“us”
Reliance General Insurance Company Limited, a public limited
company incorporated
under the Companies Act, 1956, and having its Registered Office
at H Block, 1st Floor,
Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710,
Maharashtra, India and
Corporate Office at Reliance Centre, 4th Floor, South Wing, Off.
Western Express
Highway, Santacruz (East), Mumbai 400 055, Maharashtra,
India.
Company Related Terms
Term Description
“Articles” or “Articles of
Association” or “AoA”
The articles of association of our Company, as amended from time
to time.
Audit Committee The audit committee of our Board, as described
in “Our Management” on page 192.
“Auditors” or “Joint Statutory
Auditors” or “Statutory Auditors”
The current joint statutory auditors of our Company, namely,
Price Waterhouse
Chartered Accountants LLP, Chartered Accountants and Pathak H.D.
& Associates,
Chartered Accountants.
“Board” or “Board of Directors” The board of directors of our
Company (including any duly constituted committee
thereof).
CSR Committee The corporate social responsibility committee of
our Board, as described in “Our
Management” on page 192.
Corporate Office Reliance Centre, South Wing, 4th Floor, Off.
Western Express Highway, Santacruz
(East), Mumbai 400 055, Maharashtra, India.
Director(s) The director(s) on our Board.
Equity Shares The equity shares of our Company of face value of
₹ 10 each.
Group Companies The companies as described in “Our Group
Companies” on page 215.
Independent Director(s) Independent Director(s) on our
Board.
IPO Committee The committee constituted by our Board for the
Offer, as described in “Our
Management” on page 192.
Key Management/ Managerial
Personnel
Key management/ managerial personnel of our Company in terms of
the SEBI ICDR
Regulations, IRDAI Corporate Governance Guidelines and the
Companies Act, 2013
and as disclosed in “Our Management” on page 192.
“Memorandum” or Memorandum
of Association or “MoA”
The memorandum of association of our Company, as amended from
time to time.
Nomination and Remuneration
Committee
The nomination and remuneration committee of our Board, as
described in “Our
Management” on page 192.
Phantom Stock Plan RGICL Phantom Stock Option Scheme, 2015.
Phantom Stock Option Phantom stock option issued pursuant to the
Phantom Stock Plan.
Promoter The promoter of our Company, namely, Reliance Capital
Limited.
Promoter Group The entities constituting the promoter group of
our Company in terms of Regulation
2(1) (pp) of the SEBI ICDR Regulations. For details, see “Our
Promoter and Promoter
Group” on page 211.
Registered Office H Block, 1st Floor, Dhirubhai Ambani Knowledge
City, Navi Mumbai 400710,
Maharashtra, India.
“Registrar of Companies” or
“RoC”
The Registrar of Companies, Maharashtra, at Mumbai.
Reliance Capital Reliance Capital Limited, a public limited
company incorporated under the Companies
Act, 1956, and having its registered office at H’ block 1st
floor, Dhirubhai Ambani
Knowledge City, Navi Mumbai 400 710, Maharashtra, India.
Restated Financial Information The restated financial
information of our Company for the Fiscals years 2016, 2017
and 2018, and the six months ended September 30, 2017 and
September 30, 2018
prepared in accordance with the Companies Act and restated in
accordance with the
requirements of the SEBI ICDR Regulations and the relevant
provisions of the IRDAI
Capital Regulations
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2
Term Description
RGICL ESOP 2017 Reliance General Insurance Company Limited
Employee Stock Option Scheme.
Shareholders The holders of the Equity Shares from time to
time.
Stakeholders’ Relationship
Committee
The stakeholders’ relationship committee of our Board as
described in “Our
Management” on page 192.
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the relevant
Designated Intermediary (ies) to the
Bidder as proof of registration of the Bid cum Application
Form.
‘Allot’ or ‘Allotment’ or
‘Allotted’
Allotment of Equity Shares pursuant to the Fresh Issue and
transfer of the Offered
Shares by the Promoter Selling Shareholder pursuant to the Offer
for Sale to the
successful Bidders.
Allotment Advice Advice or intimation of Allotment sent to the
successful 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 an Allotment is made.
Anchor Investor(s) A Qualified Institutional Buyer, applying
under the Anchor Investor Portion in
accordance with SEBI ICDR Regulations and the Red Herring
Prospectus, and who
has Bid for an amount of at least ₹ 100 million.
Anchor Investor Allocation Price The price at which Equity
Shares will be allocated to Anchor Investors according to the
terms of the Red Herring Prospectus and the Prospectus, which
will be decided by our
Company and the Promoter Selling Shareholder 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 the Red Herring
Prospectus and the Prospectus.
Anchor Investor Bid/ Offer Period
or Anchor Investor Bidding Date
The date, 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 price at which the Equity Shares
will be Allotted to Anchor Investors in terms of
the 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 Promoter
Selling Shareholder 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
Promoter Selling Shareholder in consultation with the GCBRLMs
and the BRLMs, to
Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR
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.
Anchor Investor Pay-in Date With respect to Anchor Investor(s),
it shall be the Anchor Investor Bidding Date, and
in the event the Anchor Investor Allocation Price is lower than
the Offer Price, not
later than two Working Days after the Bid/ Offer Closing
Date.
‘ASBA’ or ‘Application
Supported by Blocked Amount’
An application, whether physical or electronic, used by
Bidders/Applicants, other than
Anchor Investors, to make a Bid and authorising an SCSB to block
the Bid Amount in
the specified bank account maintained with such SCSB and will
include amounts
blocked by RIIs using the UPI mechanism
ASBA Account Account maintained with an SCSB which may be
blocked by such SCSB or the
account of the RII Bidder blocked upon acceptance of UPI Mandate
Request by RIIs
using the UPI mechanism to the extent of the Bid Amount of the
Bidder/Applicant
ASBA Bid A Bid made by an ASBA Bidder.
ASBA Bidder(s) Any Bidder (other than an Anchor Investor) in the
Offer who intends to submit a Bid.
ASBA Form An application form, whether physical or electronic,
used by ASBA Bidders which will
be considered as the application for Allotment in terms of the
Red Herring Prospectus
and the Prospectus.
Basis of Allotment Basis on which Equity Shares will be Allotted
to successful Bidders under the Offer,
described in “Offer Procedure” on page 397.
Bid(s) An indication by a Bidder (other than an Anchor Investor)
to make an offer during the
Bid/Offer Period pursuant to submission of the ASBA Form, or on
the Anchor Investor
Bidding Date by an Anchor Investor, pursuant to the submission
of the Anchor
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3
Term Description
Investor Application Form, to subscribe to or purchase Equity
Shares at a price within
the Price Band, including all revisions and modifications
thereto, to the extent
permissible under the SEBI ICDR Regulations, in terms of the Red
Herring Prospectus
and the Bid cum Application Form.
The term ‘Bidding’ shall be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the
Bid cum Application Form, and
payable by an Anchor Investor or blocked in the ASBA Account of
an ASBA Bidder,
as the case may be, upon submission of the Bid in the Offer.
Bid cum Application Form The Anchor Investor Application Form or
the ASBA Form, as the context requires.
‘Bidder’ or ‘Applicant’ Any prospective investor who makes a Bid
pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise
stated or implied,
includes an Anchor Investor.
Bidding Centres Centres at which the Designated Intermediaries
shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for
Members of the
Syndicate, Broker Centres for Registered Brokers, Designated RTA
Locations for
RTAs and Designated CDP Locations for CDPs.
Bid Lot [●] Equity Shares.
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 daily newspaper [●], all
editions of the Hindi national
daily newspaper [●], and the [●] edition of Marathi daily
newspaper [●] (Marathi being
the regional language of Maharashtra wherein our Registered
Office is located), each
with wide circulation and in case of any revision, the extended
Bid/Offer Closing Date
shall also be notified on the website and terminals of the
Members of the Syndicate and
communicated to the designated intermediaries and the Sponsor
Bank, as required
under the SEBI ICDR Regulations.
Our Company and the Promoter Selling Shareholder in consultation
with the
GCBRLMs and the BRLMs, may consider closing the Bid/Offer Period
for QIBs one
Working Day prior to the Bid/Offer Closing Date which shall also
be notified in an
advertisement in same newspapers in which the Bid/Offer Opening
Date was
published, as required under the SEBI ICDR Regulations.
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 daily newspaper [●], all
editions of the Hindi national
daily newspaper [●], and the [●] edition of Marathi daily
newspaper [●] (Marathi being
the regional language of Maharashtra wherein our Registered
Office is located), each
with wide circulation, and in case of any revision, the extended
Bid/ Offer Opening
Date also to be notified on the website and terminals of the
Members of the Syndicate
and communicated to the Designated Intermediaries and the
Sponsor Bank, as required
under the SEBI ICDR Regulations.
Bid/ Offer Period Except in relation to Anchor Investors, the
period between the Bid/ Offer Opening
Date and the Bid/ Offer Closing Date, inclusive of both days,
during which Bidders can
submit their Bids, including any revisions thereof.
Book Building Process Book building process, as provided in
Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made.
‘Book Running Lead Managers’
or ‘BRLMs’
The book running lead managers to the Offer, being Haitong
Securities India Private
Limited, IndusInd Bank Limited and YES Securities (India)
Limited.
Broker Centres Broker centres notified by the Stock Exchanges
where ASBA Bidders can submit the
ASBA Forms to a Registered Broker.
The details of such Broker Centres, along with the names and
contact details of the
Registered Brokers are available on the respective websites of
the Stock Exchanges at
www.bseindia.com and www.nseindia.com.
CLSA CLSA India Private Limited
Credit Suisse Credit Suisse Securities (India) Private
Limited
‘CAN’ or ‘Confirmation of
Allocation Note’
Notice or intimation of allocation of the Equity Shares sent to
Anchor Investors, who
have been allocated the Equity Shares, after the Anchor Investor
Bidding Date.
Cap Price The higher end of the Price Band, above which the
Offer Price and Anchor Investor
Offer Price will not be finalised and above which no Bids will
be accepted.
Client ID Client identification number maintained with one of
the Depositories in relation to the
demat account.
‘CDP’ or ‘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
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4
Term Description
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
issued by
SEBI.
Compliance Officer for the Offer Compliance officer for the
Offer in terms of the SEBI ICDR Regulations.
Cut-Off Price Offer Price, which shall be any price within the
Price Band, finalised by our Company
and the Promoter Selling Shareholder in consultation with the
GCBRLMs and the
BRLMs.
Only Retail Individual Bidders and Reliance Capital Shareholders
applying under the
Reliance Capital Shareholders’ Reservation Portion (subject to
the Bid Amount being
upto ₹ 200,000) are entitled to Bid at the Cut-off Price. QIBs
and Non-Institutional Bidders are not entitled to Bid at the
Cut-off Price.
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 Collecting Depository Participants eligible to accept ASBA
Forms are
available on the respective websites of the Stock Exchanges
(www.bseindia.com and
www.nseindia.com, respectively,) as updated from time to
time.
Designated Date The date on which the Escrow Collection Bank(s)
transfers funds from the Escrow
Account, and funds blocked by the SCSBs and Sponsor Bank are
transferred from the
ASBA Accounts, as the case may be, to the Public Offer Account
or the Refund
Account, as appropriate, after finalisation of the Basis of
Allotment, in terms of the
Red Herring Prospectus following which the Equity Shares will be
Allotted in the
Offer.
Designated Intermediary(ies) Collectively, the Syndicate,
Sub-Syndicate Members/ agents, SCSBs, Registered
Brokers, CDPs and RTAs, who are authorised to collect Bid cum
Application Forms
from the Bidders in 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
respective websites of the Stock Exchanges (www.bseindia.com
and
www.nseindia.com, respectively,) as updated from time to
time.
Designated SCSB Branches Such branches of the SCSBs which shall
collect the ASBA Forms used by the Bidders,
a list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=
35, updated from time to time, or at such other website as may
be prescribed by SEBI
from time to time.
Designated Stock Exchange [●]
Draft Red Herring Prospectus or
DRHP
This draft red herring prospectus dated February 8, 2019 issued
in accordance with the
SEBI ICDR Regulations, which does not contain complete
particulars of the price at
which the Equity Shares will be Allotted and the size of the
Offer.
Eligible NRI 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
the Red Herring Prospectus will constitute an invitation to
purchase the Equity Shares.
Escrow Account(s) Account(s) opened with the Escrow Collection
Bank and in whose favour Anchor
Investors will transfer the money through direct
credit/NEFT/RTGS/NACH in respect
of the Bid Amount while submitting a Bid.
Escrow Agreement The agreement dated [●] amongst our Company,
the Promoter Selling Shareholder, the
Registrar to the Offer, the GCBRLMs and the BRLMs, the Escrow
Collection Bank(s),
the Public Offer Account Bank(s), the Sponsor Bank, and the
Refund Bank(s) for
among other things, collection of the Bid Amounts from the
Anchor Investors and
where applicable, refunds of the amounts collected from Anchor
Investors, on the
terms and conditions thereof.
Escrow Collection Bank Bank which is a clearing member and
registered with SEBI as a banker to an issue, and
with whom the Escrow Account(s) will be opened, in this case
being [●].
First or sole 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, 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.
Fresh Issue The issue of up to [●] Equity Shares aggregating up
to ₹ 2,000 million by our Company for subscription pursuant to the
terms of the Red Herring Prospectus.
“GCBRLMs” or “Global
Coordinators and Book Running
The global coordinators and book running lead managers, namely,
Motilal Oswal
Investment Advisors Limited, CLSA India Private Limited and
Credit Suisse Securities
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5
Term Description
Lead Managers” (India) Private Limited
Haitong Haitong Securities India Private Limited
ICRA ICRA Limited.
ICRA Report Report titled “Indian General Insurance Industry -
Overview” dated January, 2019
prepared by ICRA Limited.
IndusInd IndusInd Bank Limited.
General Information Document or
GID
The General Information Document for investing in public issues,
prepared and issued
in accordance with the circular (CIR/CFD/DIL/12/2013) dated
October 23, 2013 issued
by SEBI, modified and updated pursuant to, among others, the
circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the
circular
(CIR/CFD/DIL/1/2016) dated January 1, 2016, the circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, the
notification dated
November 30, 2016 and the circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated
February 15, 2018, and circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated
November 1, 2018 notified by SEBI.
GIC Re General Insurance Corporation of India
Maximum RIB Allottees 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.
Materiality Policy Policy for identification of group companies,
material outstanding civil litigations
proceedings of our Company, our Promoters and our Directors and
material creditors
of the Company, pursuant to the disclosure requirements under
SEBI ICDR
Regulations, as adopted by the Board through its resolution
dated January 30, 2019.
Motilal Oswal Motilal Oswal Investment Advisors Limited
Mutual Fund Portion [●] Equity Shares which shall be available
for allocation to Mutual Funds only on a
proportionate basis, subject to valid Bids being received at or
above the Offer Price.
Mutual Funds Mutual funds registered with SEBI under the
Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Net Proceeds Proceeds of the Fresh Issue less our Company’s
share of the Offer expenses.
Net QIB Portion The portion of the QIB Portion less the number
of Equity Shares Allotted to the
Anchor Investors.
NBFC-SI A systemically important non-banking financial company
as defined under Regulation
2(1)(iii) of the SEBI ICDR Regulations.
Net Offer The Offer less the Reliance Capital Shareholders’
Reservation Portion.
Non-Institutional Bidders Bidders that are not QIBs or Retail
Individual Bidders and who have Bid for Equity
Shares for an amount more than ₹200,000.
Non-Institutional Portion Not less than [●] Equity Shares which
shall be available for allocation to Non-
Institutional Bidders on a proportionate basis, subject to valid
Bids being received at or
above the Offer Price.
‘Non-Resident’ or ‘NR’ A person resident outside India, as
defined under FEMA and includes FPIs, VCFs,
FVCIs and NRIs.
Offer Initial public offering of up to [●] Equity Shares for
cash at a price of ₹ [●] per Equity Share (including a share
premium of ₹ [●] per Equity Share) aggregating up to ₹ [●] million
(the “Offer”). The Offer comprises of a Fresh Issue of up to [●]
Equity Shares
aggregating up to ₹ 2,000 million and an Offer for Sale of up to
79,489,821 Equity Shares aggregating up to ₹ [●] million. The Offer
comprises of a Net Offer of up to [●] Equity Shares and Reliance
Capital Shareholders’ Reservation Portion of up to 10% of
the Offer. The Offer and the Net Offer shall constitute [●]% and
[●]%, respectively of
the post-offer paid-up equity share capital of our Company.
Offer Agreement The agreement dated February 8, 2019 among our
Company, the Promoter Selling
Shareholder, the GCBRLMs and the BRLMs, pursuant to which
certain arrangements
are agreed to in relation to the Offer.
Offer for Sale The offer for sale of up to 79,489,821 Equity
Shares aggregating up to ₹ [●] million by the Promoter Selling
Shareholder, in terms of the Red Herring Prospectus.
Offer Price The final price at which Equity Shares will be
Allotted to successful ASBA Bidders in
terms of the Red Herring Prospectus.
The Offer Price will be decided by our Company and the Promoter
Selling Shareholder
in consultation with the GCBRLMs and the BRLMs on the Pricing
Date, in accordance
with the Book-Building Process and in terms of the Red Herring
Prospectus.
Offered Shares Equity Shares being offered for sale by the
Promoter Selling Shareholder in the Offer.
Offer Proceeds The gross proceeds of this Offer based on the
total number of Equity Shares Allotted
under this Offer and the Offer Price.
Price Band The price band ranging from the Floor Price of ₹ [●]
per Equity Share to the Cap Price
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6
Term Description
of ₹ [●] per Equity Share, including any revisions thereof. The
Price Band and minimum Bid Lot, as decided by our Company and the
Promoter Selling Shareholder,
in consultation with the GCBRLMs and the BRLMs will be
advertised in all editions of
the English national daily newspaper [●], all editions of the
Hindi national daily
newspaper [●], and [●] edition of the Marathi daily newspaper
[●] (Marathi being the
regional language of Maharashtra wherein our Registered Office
is located), each with
wide circulation, at least two Working Days prior to the Bid/
Offer Opening Date with
the relevant financial ratios calculated at the Floor Price and
at the Cap Price, and shall
be made available to the Stock Exchanges for the purpose of
uploading on their
respective websites.
Pricing Date The date on which our Company and the Promoter
Selling Shareholder in consultation
with the GCBRLMs and the BRLMs, will finalise the Offer
Price.
Promoter Selling Shareholder Reliance Capital Limited
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 ICDR
Regulations containing,
inter alia, the Offer Price, the size of the Offer and certain
other information, including
any addenda or corrigenda thereto.
Public Offer Account The bank account opened with the Public
Offer Account Bank under Section 40(3) of
the Companies Act, 2013, to receive monies from the Escrow
Account and from the
ASBA Accounts on the Designated Date.
Public Offer Account Bank Bank which is a clearing member and
registered with SEBI as a banker to an issue, and
with whom the Public Offer Account(s) will be opened, in this
case being [●].
‘QIBs’ or ‘Qualified Institutional
Buyers’
Qualified institutional buyers as defined under Regulation
2(1)(ss) of the SEBI ICDR
Regulations.
QIB Bidders QIBs who Bid in the Offer.
QIB Portion [●] Equity Shares, which shall be available for
allocation to QIBs (including Anchor
Investors) on a proportionate basis, subject to valid Bids being
received at or above the
Offer Price.
QIB Bid/ Offer Closing Date In the event our Company and the
Promoter Selling Shareholder in consultation with
the GCBRLMs and the BRLMs, decide to close Bidding by QIBs one
day prior to the
Bid/Offer Closing Date, the date one day prior to the Bid/Offer
Closing Date;
otherwise it shall be the same as the Bid/Offer Closing
Date.
‘Red Herring Prospectus’ or
‘RHP’
The Red Herring Prospectus to be issued in accordance with
Section 32 of the
Companies Act, 2013, and the provisions of the SEBI ICDR
Regulations, which will
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.
Refund Account The account opened with the Refund Bank(s), from
which refunds, if any, of the whole
or part of the Bid Amount to Anchor Investors shall be made.
Refund Bank The Banker to the Offer with whom the Refund
Account(s) will be opened, in this case
being [●].
Registrar Agreement The agreement dated February 8, 2019,
entered into between our Company, the
Promoter Selling Shareholder and the Registrar to the Offer, in
relation to the
responsibilities and obligations of the Registrar to the Offer
pertaining to the Offer.
Registered Brokers Stock brokers registered with SEBI under the
Securities and Exchange Board of India
(Stock Brokers and Sub-Brokers) Regulations, 1992 and the stock
exchanges having
nationwide terminals, other than the Members of the Syndicate
and eligible to procure
Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4,
2012, issued by
SEBI.
‘Registrar to the Offer’ or
‘Registrar’
Karvy Fintech Private Limited (formerly KCPL Advisory Services
Private Limited)
Reliance Capital Shareholders Individuals and HUFs who are the
public equity shareholders of Reliance Capital, our
Promoter (excluding such other persons not eligible under
applicable laws, rules,
regulations and guidelines) as on the date of the Red Herring
Prospectus.
Reliance Capital Shareholders’
Reservation Portion
Reservation of up to 10% of the Offer in favour of the Reliance
Capital Shareholders.
‘RTAs’ or ‘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
no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by
SEBI.
Resident Indian A person resident in India, as defined under
FEMA.
‘Retail Individual Bidder(s)’ or
‘Retail Individual Investor(s)’ or
‘RII(s)’ or ‘RIB(s)’
Individual Bidders, who have Bid for the Equity Shares for an
amount which is not
more than ₹ 200,000 in any of the bidding options in the Offer
(including HUFs applying through their Karta and Eligible NRI
Bidders) and does not include NRIs
(other than Eligible NRIs).
Retail Portion Not less than [●] Equity Shares, available for
allocation to Retail Individual Bidders as
per the SEBI ICDR Regulations, subject to valid Bids being
received at or above the
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7
Term Description
Offer Price.
Revision Form Form used by the 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 Bidders are not allowed to
withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount)
at any stage. Retail
Individual Bidders can revise their Bids during the Bid/ Offer
Period and withdraw
their Bids until the Bid/ Offer Closing Date.
‘Self Certified Syndicate Bank(s)’
or ‘SCSB(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?doRecognisedFpi=yes&intmId=
35 or such other websites and updated from time to time.
Share Escrow Agent The share escrow agent appointed pursuant to
the Share Escrow Agreement, namely
[●].
Share Escrow Agreement The agreement dated [●] between our
Company, the Promoter Selling Shareholder and
the Share Escrow Agent in connection with the transfer of the
Offered Shares by the
Promoter Selling Shareholder and credit of such Equity Shares to
the demat account of
the Allottees in accordance with the Basis of Allotment.
Specified Locations Bidding centres where the Syndicate shall
accept ASBA Forms from Bidders.
Sponsor Bank Bank registered with SEBI which is appointed by the
issuer to act as a conduit between
the Stock Exchanges and the National Payments Corporation of
India in order to push
the mandate collect requests and / or payment instructions of
the RIIs into the UPI, the
Sponsor Bank in this case being [●]
Sub-Syndicate Members The sub-syndicate members, if any,
appointed by the GCBRLMs and the BRLMs and
the Syndicate Members, to collect ASBA Forms and Revision
Forms.
Syndicate Agreement The agreement dated [●] between our Company,
the Registrar to the Offer, the
Promoter Selling Shareholder, the GCBRLMs and the BRLMs and the
Syndicate
Members in relation to the procurement of Bid cum Application
Forms by the
Syndicate.
Syndicate Members Syndicate members as defined under Regulation
2(1)(hhh) of the SEBI ICDR
Regulations, namely, [●] and [●].
‘Syndicate’ or ‘Members of the
Syndicate’
the GCBRLMs and the BRLMs and the Syndicate Members.
Underwriters [●]
Underwriting Agreement The agreement dated [●] between the
Underwriters, our Company and the Promoter
Selling Shareholder, entered into on or after the Pricing Date
but prior to filing of the
Prospectus with the RoC.
UPI ID ID created on Unified Payment Interface (UPI) for
single-window mobile payment
system developed by the National Payments Corporation of India
(NPCI).
UPI Mandate Request A request (intimating the RII by way of a
notification on the UPI application and by
way of a SMS directing the RII to such UPI application) to the
RII initiated by the
Sponsor Bank to authorise blocking of funds on the UPI
application equivalent to Bid
Amount and subsequent debit of funds in case of Allotment
UPI mechanism The bidding mechanism that may be used by an RII
to make a Bid in the Offer in
accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138)
dated
November 1, 2018
UPI PIN Password to authenticate UPI transaction
Wilful Defaulter Wilful defaulter as defined under Regulation
2(1)(lll) of the SEBI ICDR Regulations
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; and
(b) Bid/ Offer Period,
the expression “Working Day” shall mean all days on which
commercial banks in
Mumbai are open for business, excluding all Saturdays, Sundays
or public holidays;
and (c) with reference to the time period between the Bid/ Offer
Closing Date and the
listing of the Equity Shares on the Stock Exchanges, the
expression ‘Working Day’
shall mean all trading days of Stock Exchanges, excluding
Sundays and bank holidays,
in terms of the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26
dated January 21,
2016.
XL Insurance XL Insurance Company SE – India Reinsurance
Branch
YES Securities YES Securities (India) Limited
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8
Technical/ Industry Related Terms/ Abbreviations
Term Description
Acquisition Cost Acquisition costs are those costs that vary
with and are primarily related to the
acquisition of new and renewal insurance contracts. The most
essential test is the
obligatory relationship between costs and the execution of
insurance contracts (i.e.
commencement of risk)
Adjusted combined ratio Adjusted combined ratio is calculated as
combined ratio less the ratio of policyholder
share of Investment Income to net written premium
Agent An individual appointed by an insurer for the purpose of
soliciting or procuring
insurance business including business relating to the
continuance, renewal or revival
of policies of insurance
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
AUM Assets under management
Available solvency margin 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
AY Accident Year
Broker A licensed person/firm who arranges insurance contracts
with insurance companies
and/ or reinsurance companies on behalf of his clients for
remuneration
CAGR Compounded Annual Growth Rate ((End Value/Beginning
Value)^(1/number of
years) – 1)
CCE Crop Cutting Experiments
Claim adjustment expenses Expenses incurred relating to
settlement of claims
Claim settlement ratio Claims settled during the year divided by
claims reported during the course of the
year
Claims repudiation ratio Claims repudiated during the year
divided by sum of outstanding claims at the
beginning of the year and claims reported during the course of
the year
Combined ratio The combined ratio is the sum of the loss ratio,
expense ratio and commission ratio
Commission ratio The ratio of net commission to net written
premium
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
CRM Customer relationship management
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.
Economic Capital Economic Capital is the minimum surplus
required to cover potential losses, at a
given risk tolerance level, over a specified time horizon.
EMI Equated Monthly Installment
ERM Enterprise risk management
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
Expense ratio Ratio of operating expenses related to insurance
business to the 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
FDI Foreign Direct Investment
FLOP Fire Loss of Profit Insurance
FVA Fair Value Change Account
GDP Gross Domestic Product
GDPI Gross Direct Premium Income
GDPW Gross Direct Premium Written
General/Non-life Insurance
Business
Fire, marine or miscellaneous insurance business, whether
carried on singly or in
combination with one or more of them.
Grievance disposal ratio Number of grievances disposed during a
particular year divided by the sum of number
of complaints pending at the beginning of such year and the
number of complaints
received during the course of the year, represented as a
percentage
Gross direct premium Gross direct premium is the total premium
received before taking into account
reinsurance accepted and ceded
Gross Written Premium / GWP Gross written premium is the sum of
gross direct premium and the inward reinsurance
business accepted
Health Insurance Business The effecting of contracts which
provide for sickness benefits or medical, surgical or
hospital expense benefits, whether in-patient or out-patient,
travel cover and personal
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9
Term Description
accident cover.
IAR Industrial All Risk Insurance
Incurred but not enough reported
(IBNER)
IBNER is a reserve reflecting expected changes (increases and
decreases) in estimates
for reported claims only
Incurred but not reported / IBNR IBNR is a reserve to provide
for claims incurred before the valuation date but are still
to be reported to the insurer by such date. IBNR includes IBNER,
estimate for
reopened claims, provisions for incurred but not reported
claims, provisions for
claims in transit as on the accounting date, allocated loss
adjustment expenses
(“ALAE”) and ALAE claim related expenses that are directly
attributable to a
specific claim.
Incurred claim ratio / Loss ratio Ratio of net incurred claims
to net earned premium. The term is also known as loss
ratio.
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 insurance for 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.
Insurance leverage Ratio of Policyholder Liabilities to
company’s net worth including fair value change
account.
Insurance Premium It is the consideration the policyholder will
have to pay in order to secure the benefits
offered by the insurance policy.
Insurance risk Inherent uncertainty as to the occurrence, amount
and timing of insurance liabilities.
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 Intermediary includes entities such as insurance
brokers, reinsurance brokers,
insurance consultants, corporate agents, third party
administrators, surveyors and loss
assessors and such other entities as may be notified by the
authority from time to time.
Investment Income Investment income will include interest,
dividend, profit/loss on sale or redemption of
investments and the investment income is adjusted for
amortisation, write off and
provisions.
Investment leverage Investment leverage is the ratio of total
investment assets (net of borrowings) to net
worth.
IRDAI Insurance Regulatory And Development Authority of
India.
ISNP Insurance Self Network Platform.
Kharif Kharif refers to the season which lasts from April to
October and the crops that are
cultivated and harvested in such season.
Liquid Assets Short term investments plus cash and bank
balances.
Loss adjustment expense / LAE Loss adjustment expenses are
payments for costs to be incurred in connection with the
administration of claims including, for example: payments made
to surveyors,
investigators, etc.
Loss Reserves Loss reserves are the reserves (or provision) for
outstanding claims, IBNR and
IBNER.
Motor Accident Claims
Tribunal/MACT
Motor third party claims referred to the motor accident claims
tribunal. The tribunal
deals with claims relating to loss of life and injury cases and
property damage of third
party resulting from motor accidents.
Motor Third-Party Liabilities Claims related to compensation of
motor accident victims or their nearest kin for
death/bodily injury.
Net Direct Premium Income to
GDPI ratio
Net Written Premium on Gross Direct Premium / Gross Direct
Premium.
Net earned premiums / NEP Net written premium adjusted by the
change in unexpired risk reserve for a year.
Net incurred claims Claim incurred (net) are gross incurred
claims less all claims recovered from
reinsurers related to those gross incurred claims.
Net Outstanding Claim Reserves Reserve created for unpaid claims
after adjusting for amount recoverable from
reinsurers.
Net Worth Net worth represents the shareholders’ funds and is
computed as sum of share capital,
reserves and surplus, share application money pending allotment,
net of miscellaneous
expenditure and debit balance in the profit and loss
account.
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10
Term Description
Net written premium / NWP Gross written premium less premium on
reinsurance ceded
Non-life insurance density The ratio of overall gross direct
premium in the non-life insurance industry to the
population of a country
Non-life insurance penetration Overall gross domestic premium in
the non-life insurance industry as a percentage of
gross domestic product of a country
Obligatory cession The portion of risk that Indian non-life
insurance companies are required by law to
cede to Indian general insurance company as per relevant IRDAI
reinsurance
regulations
Operating expense ratio Ratio of operating expenses to net
written premium
Policyholders Liability Claim outstanding plus reserve for
unexpired risk plus reserve for premium deficiency
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
launched in April 2016 and covers food crops, oilseeds and
commercial and
horticultural crops
Premium ceded Premium on reinsurance ceded is the premium in
relation to the risk that we cede to
our reinsurers
Premium deficiency reserve Reserve created when the expected
claims and claim related expenses on unexpired
risks exceeds the unearned premium reserve
Premium To Surplus Ratio Ratio of net written premium to net
worth
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 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
Required Solvency Margin / RSM RSM1: Required solvency margin
based on net premiums and shall be determined as
twenty percent (20%) of the amount which is the higher of the
gross premiums
multiplied by a factor (specified) and the net premiums.
RSM2: Required solvency margin based on net incurred claims and
shall be
determined as thirty percent (30%) of the amount which is the
higher of the gross
incurred claims multiplied by a factor (specified) and the net
incurred claims.
RSM: Required solvency margin shall be the higher of the amounts
of RSM1 and
RSM2 for each line of business separately
Reserve Risk The risk that the reserves set up to meet the
unpaid obligations are less than the
payment needed
Restructured Weather Based Crop
Insurance Scheme (RWBCIS)
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
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
Rider The add-on benefits which are in addition to the benefits
under a basic policy
Salvage Value recoverable from sale of scrap/recovered material
arising from claim
SFSP Standard Fire And Special Perils Insurance
Solvency ratio (Solvency) The ratio of available solvency margin
to the required solvency margin
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
TAC Tariff Advisory Committee
Technical reserves Technical reserves comprise of reserves for
unexpired risk, premium deficiency
reserve, and outstanding claims including IBNR and IBNER
Third Party Claim Hubs Specialized offices set by our Company to
handle the motor third party claims
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
Third-Party Motor Insurance Liability insurance purchased by an
insured (the first party) from an insurer (the
second party) for protection against the claims of another (the
third) party
Total Debt to Net Worth Ratio Total Debt / Net worth, where
Total Debt = secured and unsecured borrowing and net
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11
Term Description
worth includes share capital + reserves and surplus +
application money pending for
allotment + Change in fair value account
TPA Third Party Administrators
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 risk Risk of premium being inadequate to cover
claims and claim related expenses,
commission and operating expenses
Unearned premium reserve Amount representing that part of the
premium written which is attributable to, and is
to be allocated to the succeeding accounting periods
Unexpired risk reserve / URR Sum of unearned premium reserve
UY Underwriting Year
Conventional and General Terms or Abbreviations
Term Description
‘Mn’ or ‘mn’ Million.
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 or Accounting Standards Accounting standards as prescribed by
Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014
BSE BSE Limited.
Category II FPI FPIs registered as “Category II foreign
portfolio investors” under the Securities and
Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014.
Category III FPI FPIs registered as “Category III foreign
portfolio investors” under the Securities and
Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014.
CBDT Central Board of Direct Taxes, Department of Revenue,
Ministry of Finance,
Government of India.
CBLO Collateralized borrowing and lending obligation
CDSL Central Depository Services (India) Limited.
CEO Chief Executive Officer.
CIN Corporate Identity Number.
CIT Commissioner of Income Tax.
Companies Act Companies Act, 1956 and Companies Act, 2013, as
applicable.
Companies Act, 1956 Companies Act, 1956 (without reference to
the provisions thereof that have ceased to
have an effect upon notification of the sections of the
Companies Act, 2013) along
with the relevant rules made thereunder.
Companies Act, 2013 Companies Act, 2013, to the extent in force
pursuant to the notification of sections by
the Ministry of Corporate Affairs, Government of India as of the
date of this Draft
Red Herring Prospectus, along with the relevant rules made
thereunder.
Contract Labour Act The Contract Labour (Regulation and
Abolition) Act, 1970.
CSR Corporate Social Responsibility.
Depositories NSDL and CDSL.
Depositories Act The Depositories Act, 1996, read with
regulations framed thereunder.
DIN Director Identification Number.
DIPP Department of Industrial Policy and Promotion, Ministry of
Commerce & Industry,
Government of India.
DP ID Depository Participant’s Identity Number.
DP or Depository Participant A depository participant as defined
under the Depositories Act.
EGM Extraordinary General Meeting.
ELSS Equity Linked Savings Scheme.
Employees Provident Fund Act Employees Provident Funds and
Miscellaneous Provisions Act, 1952.
Employees State Insurance Act Employees State Insurance Act,
1948.
EPS Earnings Per Share.
FAQs Frequently asked questions.
FCNR Foreign currency non-resident account.
FDI Foreign Direct Investment.
FDI Circular Consolidated Foreign Direct Investment policy
circular of 2017, effective from
August 28, 2017, issued by the DIPP.
FEMA Foreign Exchange Management Act, 1999, read with rules and
regulations thereunder.
FEMA Regulations Foreign Exchange Management (Transfer or Issue
of Security by a Person Resident
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12
Term Description
outside India) Regulations, 2017.
‘Financial Year’ or ‘Fiscal or
Fiscal Year’ or ‘FY’
The period of 12 months ending March 31 of that particular
year.
FIPB The erstwhile Foreign Investment Promotion Board.
Foreign Investment Rules Indian Insurance Companies (Foreign
Investment) Rules, 2015
FPI(s) Foreign portfolio investors as defined under the SEBI FPI
Regulations.
FVCI Foreign venture capital investors as defined and registered
under the SEBI FVCI
Regulations.
GDP Gross domestic product.
GoI or Government or Central
Government
The 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, notified by
the GoI on September 29,
2016.
IFRS International Financial Reporting Standards.
Income Tax Act Income- Tax Act, 1961, read with the rules framed
thereunder.
Income Tax Rules Income- Tax Rules, 1962.
Ind AS Indian Accounting Standards prescribed under section 133
of the Companies Act,
2013, as notified under Companies (Indian Accounting Standard)
Rules, 2015
Indian Accounting Standard Rules Companies (Indian Accounting
Standards) Rules of 2015.
Indian GAAP Generally accepted accounting principles in
India.
Indian Penal Code Indian Penal Code, 1860.
Insurance Act Insurance Act, 1938.
IPO Initial public offering.
IRDA Act The Insurance Regulatory and Development Authority Act,
1999.
IRDAI Capital Regulations Insurance Regulatory and Development
Authority of India (Issuance of Capital by
Indian Insurance Companies transacting other than Life Insurance
Business)
Regulations, 2015.
IRDAI Corporate Governance
Guidelines
Guidelines for corporate governance issued by the IRDAI by way
of circular no.
IRDA/F&A/GDL/CG/100/05/2016 dated May 18, 2016.
IRDAI Transfer Regulations Insurance Regulatory and Development
Authority of India (Transfer of Equity Shares
of Insurance Companies) Regulations, 2015.
IST Indian Standard Time.
IT Information Technology.
Listed Insurance Companies
Guidelines
Insurance Regulatory and Development Authority of India (Listed
Indian Insurance
Companies) Guidelines, 2016.
MCA Ministry of Corporate Affairs, Government of India.
MICR Magnetic ink character recognition.
MoU Memorandum of understanding.
N.A. Not applicable.
NAV Net asset value.
NCD Non-Convertible Debentures.
NEFT National Electronic Fund Transfer.
NPS National Pension Scheme.
NRE Account Non-Resident External account.
NRI A person resident outside India, who is a citizen of India
or an overseas citizen of
India cardholder within the meaning of section 7(A) of the
Citizenship Act, 1955.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
‘OCB’ or ‘Overseas Corporate
Body’
A company, partnership, society or other corporate body owned
directly or indirectly
to the extent of at least 60% by NRIs including overseas trusts,
in which not less than
60% of beneficial interest is irrevocably held by NRIs directly
or indirectly and which
was in existence on October 3, 2003 and immediately before such
date was eligible to
undertake transactions pursuant to general permission granted to
OCBs under FEMA.
OCBs are not allowed to invest in the Offer.
p.a. Per annum.
P/E Ratio Price/earnings ratio.
PAN Permanent account number.
PAT Profit after tax.
PFRDA Pension Fund Regulations Pension Fund Regulatory and
Development Authority (Pension Fund) Regulations,
2015
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13
Term Description
PMS Portfolio Management Services.
RBI Reserve Bank of India.
“RONW”/ “RoNW” Net profit after tax / net worth as at the end of
period/year.
RTGS Real time gross settlement.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI Securities and Exchange Board of India constituted under
the SEBI Act, 1992.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India
(Alternative Investment Funds) Regulations,
2012.
SEBI ESOP Regulations Securities and Exchange Board of India
(Share Based Employee Benefits)
Regulations, 2014.
SEBI FPI Regulations Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations,
2014.
SEBI FVCI Regulations Securities and Exchange Board of India
(Foreign Venture Capital Investors)
Regulations, 2000.
SEBI ICDR Regulations Securities and Exchange Board of India
(Issue of Capital and Disclosure
Requirements) Regulations, 2018.
SEBI Listing Regulations Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SEBI Mutual Fund Regulations Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996.
SEBI Stock Broker Regulations Securities and Exchange Board of
India (Stock Brokers and Sub-Brokers)
Regulations, 1992.
SEBI VCF Regulations Securities and Exchange Board of India
(Venture Capital Fund) Regulations, 1996.
State Government The government of a state in India.
Stock Exchanges Collectively, the BSE and NSE.
STT Securities transaction tax.
Takeover Regulations Securities and Exchange Board of India
(Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
TAN Tax deduction account number.
TDS Tax deducted at source.
U.S. GAAP Generally accepted accounting principles of the United
States of America.
U.S. Investment Company Act U.S. Investment Company Act of 1940,
as amended
U.S. Securities Act U.S. Securities Act of 1933, as amended.
VAT Value added tax.
VCFs Venture capital funds as defined in and registered with
SEBI under SEBI
VCF Regulations.
Year/ Calendar Year The 12 month period ending December 31.
Words and expressions used but not defined herein shall have the
same meaning as is assigned to such terms in
the SEBI ICDR Regulations, the Companies Act, the SEBI Act, the
SCRA, the Depositories Act and the rules
and regulations made thereunder.
Notwithstanding the foregoing, capitalised terms in “Statement
of Tax Benefits”, “Financial Statements”, “Basis
for Offer Price”, “Outstanding Litigation and Material
Developments”, “Offer Procedure” and “Main Provision
of the Articles of Association” on pages 92, 234, 89, 354, 397
and 416 respectively, shall have the meaning as ascribed to such
terms in such sections.
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14
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET
DATA AND
CURRENCY OF PRESENTATION
Page Numbers
Unless otherwise stated, all references to page numbers in this
Draft Red Herring Prospectus are to page
numbers of this Draft Red Herring Prospectus.
Currency and Units of Presentation
All references to “Rupee(s)”, “Rs.” or “₹” or “INR” are to
Indian Rupees, the official currency of the Republic
of India. All references to “US$” or “U.S. Dollars” or “USD” are
to United States Dollars, the official
currency of the United States of America.
Exchange Rates
This Draft Red Herring Prospectus contains conversions of
certain other currency amounts into Rupees that
have been presented solely to comply with the requirements of
SEBI ICDR Regulations. Unless otherwise stated,
the exchange rates referred to for the purpose of conversion of
foreign currency amounts into Rupee amounts,
are as follows:
Currency
Exchange rate as on
September 30,
2018(2)
September 30,
2017
March 31,
2018(1) March 31, 2017 March 31, 2016
USD# 72.55(2) 65.36(3) 65.04(1) 64.84 66.33 #Source: RBI
reference rate
(1) Exchange rate as on March 28, 2018, as RBI reference rate is
not available for March 31, 2018, March 30, 2018 and March 29, 2018
being a Saturday and public holidays, respectively
(2) Exchange rate as on September 28, 2018, as reference rate is
not available for September 30, 2018 and September 29, 2018 being
a
Sunday and a Saturday, respectively. (3) Exchange rate as on
September 29, 2017, as reference rate is not available for
September 30, 2017 being a Saturday.
Such conversion should not be considered as a representation
that such currency amounts have been, could have
been or can be converted into Rupees at any particular rate, the
rates stated above or at all.
Time
All references to time in this Draft Red Herring Prospectus are
to Indian Standard Time.
Financial and Other Data
Unless stated or the context requires otherwise, our financial
information in this Draft Red Herring Prospectus is
derived from our Restated Financial Information, included in
this Draft Red Herring Prospectus.
Our Company’s fiscal year commences on April 1 of each year and
ends on March 31 of the next year.
Accordingly, all references to a particular fiscal year
(referred to herein as “Fiscal”, “Fiscal Year” or “FY”) are
to the 12 month period ended March 31 of that particular year,
unless otherwise specified.
India has decided to adopt the “Convergence of its existing
standards with IFRS” referred to as the “Indian
Accounting Standards” or “Ind AS”. In terms of a notification
released by the IRDAI, our Company is required
to prepare its financial statements in accordance with Ind AS
for accounting periods beginning on April 1, 2020.
Accordingly, our financial statements for the period commencing
from April 1, 2020, may not be comparable to
our historical financial statements. We have not attempted to
quantify the impact of Ind AS on the financial
information included in this Draft Red Herring Prospectus, nor
have we provided a reconciliation of our
financial statements to those under Ind AS.
All the figures in this Draft Red Herring Prospectus, except for
figures derived from the ICRA Report (which
are in crores), have been presented in millions or in whole
numbers where the numbers have been too small to
present in million unless stated otherwise. One million
represents 1,000,000 and one billion represents
1,000,000,000. Certain figures contained in this Draft Red
Herring Prospectus, including financial information,
have been subject to rounding adjustments. Any discrepancies in
any table between the totals and the sum of the
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15
amounts listed are due to rounding off. Except for figures
derived from our Restated Financial Information
(which are rounded off to the 2nd decimal), all figures in
decimals have been rounded off to the second decimal.
In certain instances, (i) the sum or percentage change of such
numbers may not conform exactly to the total
figure given, and (ii) the sum of the figures in a column or row
in certain tables may not conform exactly to the
total figure given for that column or row. However, figures
sourced from third-party industry sources may be
expressed in denominations other than millions or may be rounded
off to other than two decimal points in the
respective sources, and such figures have been expressed in this
Draft Red Herring Prospectus in such
denominations or rounded-off to such number of decimal points as
provided in such respective sources.
Non-Indian GAAP Financial Measures
This Draft Red Her