Consolidated IFSCA (Registration of Insurance Business) Regulations, 2021

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Page 1 of 49 INTERNATIONAL FINANCIAL SERVICES CENTRES AUTHORITY (REGISTRATION OF INSURANCE BUSINESS) REGULATIONS, 20211 (As amended up to 04-Jan-2022) In exercise of the powers conferred by sub-section (1) of Section 28 read with Section 12 and 13 of the International Financial Services Centres Authority Act, 2019, the International Financial Services Centres Authority hereby makes the following Regulations namely: - CHAPTER I PRELIMINARY 1. Short title and commencement (1) These Regulations may be called the International Financial Services Centres Authority (Registration of Insurance Business) Regulations, 2021. (2) They shall come into force from the date of their publication in the Official Gazette. 2. Objective: These Regulations aim to put in place the process of registration and operations of insurer and Re-insurer in an International Financial Services Centre under regulatory purview of The International Financial Services Centres Authority Act, 2019 (50 of 2019). 3. Definitions – (1) In these Regulations, unless the context otherwise requires- (a) ‘Act’ means the International Financial Services Centres Authority Act, 2019 (50 of 2019); (b) ‘Applicant’ means - (i) an ‘insurer’ registered with the Insurance Regulatory and Development Authority of India under section 3 of the Insurance Act, 1938 (4 of 1938), (ii) a Foreign Insurer or Foreign Re-insurer; (iii) a Society of Lloyd’s on behalf of Members of Lloyd’s; (iv) a ‘Branch Office of foreign insurer’ or ‘Lloyd’s India’ registered by the IRDAI; (v) a public company or a wholly owned subsidiary of an insurer or a Re- insurer which is formed and registered under the Companies Act, 2013; 1 Vide Notification No. IFSCA/2020-21/GN/REG016 dated 18th October 2021 published in the Gazette of India, Extraordinary Part III – Section 4, vide No. 480 dated 18th October 2021 (w.e.f. 20-10- 2021) Page 2 of 49 (vi) an insurance co-operative society registered under the Co-operative Societies Act, 1912 (2 of 1912) or under any other law for the time being in force in any State relating to co-operative societies or under the Multi-State Cooperative Societies Act, 1984 (51 of 1984); (vii) a body corporate incorporated under the law of any country outside India not being of the nature of a private company; or (viii) a Managing General Agent who has a valid binding agreement with a Foreign Insurer or Foreign Re-insurer. (c) ‘Authority’ means the International Financial Services Centres Authority established under sub-section (1) of Section 4 of the Act; (d) ‘binding agreement’ means an agreement between an MGA and a foreign insurer or foreign re-insurer, under which a foreign insurer or foreign re- insurer authorises an MGA to act as an agent and to enter into a contract of insurance on its behalf; (e) ‘Board of the Applicant’ for the purposes of these Regulations means a ‘Board’ as defined under the Companies Act, 2013 or a body discharging equivalent functions, by whatever name called; (f) 'Certificate’ means a Certificate of Registration granted by the Authority under these Regulations; (g) ‘Domestic Tariff Area’ or ‘DTA’ means the whole of India (including the territorial waters and continental shelf) but does not include the areas of the Special Economic Zones; (h) ‘Foreign Insurer or Foreign Re-insurer’ means a body corporate incorporated under the law of any country outside India and duly registered with its home country regulatory or supervisory authority for transacting insurance or re-insurance business, or both; (i) ‘Indian Insurer’ for the purpose of these Regulations means an insurer defined under section 2 (9) (a), (b) and (c) of the Insurance Act, 1938; (j) ‘International Financial Services Centre’ or ‘IFSC’ shall have the same meaning as assigned to it under section clause (g) of sub-section (1) of section 3 of the Act; (k) ‘International Financial Service Centre Insurance Office’ or ‘IIO’ means a financial institution under clause (c) of sub-section (1) of Section 3 of the Act that is registered with the Authority to undertake permissible activities under these Regulations; Page 3 of 49 (l) ‘INR’ means the Indian currency called Indian Rupee; (m) ‘IRDAI’ means The Insurance Regulatory and Development Authority of India constituted under the Insurance Regulatory and Development Authority Act, 1999 (41 of 1999); (n) ‘Lloyd’s’ means the society of underwriters known in the United Kingdom as Lloyd’s and incorporated by the Lloyd’s Act 1871 of the United Kingdom; (o) ‘Lloyd’s IFSC’ means the branch office of the Lloyd’s granted certificate of registration by the Authority under these Regulations to transact insurance or re-insurance business; (p) ‘Managing General Agent’ or ‘MGA’ means: - (i) a body corporate incorporated outside India that is authorized to undertake insurance or re-insurance or both pursuant to a binding agreement with a Foreign Insurer or Foreign Re-insurer; or (ii) a company incorporated under the Companies Act, 2013 that is authorized to undertake business of insurance or re-insurance or both pursuant to a binding agreement with a Foreign Insurer or Foreign Re- insurer. (q) ‘Parent Entity’ or ‘Head Office’ means the Applicant as defined under clause (b) of this sub-regulation or such other affiliate of the Applicant that has been designated as ‘Head Office’, with the approval of the Authority; (r) ‘Private company’ and ‘public company’ have the meanings respectively assigned to them in clause (68) and clause (71) of Sec. 2 of the Companies Act, 2013 (18 of 2013); (s) ‘Net Owned Fund’ or ‘NOF’ means the sum of paid-up equity capital, free reserves and securities premium account reduced by accumulated losses and book value of intangible assets; Explanation: NOF should be computed based on last audited Balance Sheet. Any capital raised after date of the Balance Sheet, should not be accounted for calculating NOF; (t) ‘Regulations’ means International Financial Services Centres Authority (Registration of Insurance Business) Regulations, 2021; and (u) ‘USD’ means United States Dollar. Page 4 of 49 (2) Words and expressions used and not defined in these Regulations but defined in the Act or Acts mentioned in the First Schedule to the Act or any rules, regulations made thereunder, shall have the same meanings respectively assigned to them in those Acts, rules or regulations or any statutory modification or re-enactment thereto, as the case may be. CHAPTER II SETTING UP OF A IFSC INSURANCE OFFICE 4. Registration - (1) No person shall commence the business of insurance or re-insurance in an IFSC without obtaining registration from the Authority in accordance with these Regulations; (2) An Applicant including Lloyd’s seeking registration shall make application in the forms as specified in FIRST SCHEDULE of these Regulations and in the manner as specified by the Authority. Explanation: (i) The provisions related to Lloyd’s, Lloyd’s IFSC and registration of Service Company of Lloyd’s IFSC are specified at SECOND SCHEDULE of these Regulations; (ii) The provisions related to MGA and relevant Foreign insurer or Foreign re- insurer and its registration are specified at THIRD SCHEDULE of these Regulations. 5. Eligibility Conditions for Registration: (1) An Indian insurer or re-insurer, as the case may be, desirous of setting up a place of business in an unincorporated form in an IFSC, shall meet with the following requirements - (a) the Applicant is duly registered with IRDAI for undertaking the business of insurance or re-insurance in India; (b) The Applicant has been granted a No Objection Certificate by the IRDAI to set up place of business in an IFSC. (c) the Board of the Applicant shall submit reporting structure of the officials as mentioned at sub-regulation (7) of regulation 17 of these Regulations; Page 5 of 49 (d) The Applicant has satisfactory track record in respect of regulatory and supervisory compliance; (e) the Board of the Applicant undertakes to meet all liabilities arising out of IIOs insurance or re-insurance business, as the case may be; (f) The Board of the Applicant undertakes to comply with the assigned capital, solvency and other requirements as may be specified by the Authority from time to time. (2) A foreign insurer or foreign re-insurer or MGA or Lloyd’s, as the case may be, desirous of setting up branch in an unincorporated form in an IFSC, shall meet with the following requirements - (a) the Applicant is registered or licensed for transacting insurance or re- insurance business, or both, in its home country or country of its incorporation or domicile; (b) the Applicant has been granted No Objection Certificate by the regulatory or supervisory authority of its home country or country of its incorporation or domicile, to set up an IIO in an IFSC; (c) the Applicant desirous to transact re-insurance business, shall comply with Net Owned Fund requirement specified under sub-section (3) of section 6 of the Insurance Act, 1938; (d) the Board of the Applicant undertakes to comply with the assigned capital, solvency and other requirements as may be specified by the Authority from time to time; (e) the Board of the Applicant undertakes to meet all liabilities arising out of IIO insurance or re-insurance business, as the case may be; (f) the Applicant has satisfactory track record in respect of regulatory or supervisory compliance in its home country or country of incorporation or domicile and also in any other country in which it is functioning; (g) the Applicant is registered or certified in a national regulatory environment with whom the Government of India has signed Double Taxation Avoidance Agreement; (h) the Board of the Applicant shall submit reporting structure of the officials as mentioned at sub-regulation (7) of regulation 17 of these Regulations; Page 6 of 49 (i) the Applicant has a minimum credit rating having at least good financial security characteristics from any of the internationally renowned credit rating agencies for the last three years. (j) the Applicant shall submit all the details and information as may be required and shall comply with any additional requirements as may be specified by the Authority. Explanation: In case where the Applicant is an MGA and the relevant Foreign Insurer or Foreign Re-insurer, the Authority may advice, to comply with applicable requirements. (3) ‘Branch Office of foreign insurer’ or ‘Lloyd’s India’ registered by the IRDAI and desirous of setting up an office in an unincorporated form in an IFSC, shall meet with the following requirements:- (a) the Applicant of the ‘Branch Office of foreign insurer’ or ‘Lloyd’s India’ has been granted No Objection Certificate by the regulatory or supervisory authority of its country of incorporation, to set up an IIO in India; (b) the Board of the Applicant of the ‘Branch Office of foreign insurer’ or ‘Lloyd’s India’ shall undertakes to comply with the assigned capital, solvency and other requirements as may be specified by the Authority from time to time; (c) the Board of the Applicant of the ‘Branch Office of foreign insurer’ or ‘Lloyd’s India’ undertakes to meet all liabilities arising out of business undertaken by the IIO; (d) the Board of the Applicant of the ‘Branch Office of foreign insurer’ or ‘Lloyd’s India’ shall submit to the Authority reporting structure of the officials as mentioned at sub-regulation (7) of regulation 17 of these Regulations; (e) the Applicant shall submit all the details and information as may be required and shall comply with additional conditions as may be specified by the Authority. (4) A public company or a wholly owned subsidiary of an insurer or a re-insurer, desirous of setting up an IIO in an IFSC, shall be a company limited by shares, which is formed and registered under the Companies Act, 2013; (5) An insurance co-operative society desirous of setting up an IIO in an IFSC shall be a co-operative society registered under the Co-operative Societies Act, 1912 (2 of 1912), or under any other law for the time being in force in any State relating to Page 7 of 49 co-operative societies or under the Multi-State Cooperative Societies Act, 1984 (51 of 1984); (6) A Body corporate incorporated under the law of any country outside India, not being of the nature of a private company, desirous of setting up its place of business in an IFSC shall meet with the following requirements: (a) it establishes its place of business in an IFSC, under the provisions of the Companies Act, 2013; and (b) it is registered or certified in a national regulatory environment with whom the Government of India has signed Double Taxation Avoidance Agreement. (7) The Authority, before granting registration may satisfy itself that the Applicant, its Promoters, Principal Officer, Directors, Partners, Designated Partners or any other Key Managerial Personnel (KMPs) are fit and proper persons; (8) The Applicant entity and its promoters, partners or controlling shareholders shall be from a FATF compliant jurisdiction and comply with international standards set by the Financial Action Task Force to combat money laundering and terrorist financing. (9) Notwithstanding anything contained in these Regulations, the Authority may, specify such additional eligibility conditions and may require additional details and information to be submitted by a particular class of Applicants as it deems fit or may relax any of these eligibility conditions stated in these regulations, for reasons recorded in writing. CHAPTER – III PROCEDURE FOR REGISTRATION 6. An Applicant including Lloyd’s seeking registration as an IIO may make an application in the relevant FORM as specified in the FIRST SCHDULE of these Regulations; 7. (1) After considering the application the Authority, if satisfied, may grant certificate of registration in the relevant FORM as specified at FOURTH SCHEDULE of these Regulations, to the Applicant subject to the conditions as specified under these Regulations or such other additional conditions as it may deem fit. (2) The registration granted under sub-regulation (1) shall remain valid unless it is revoked or cancelled by the Authority . Page 8 of 49 8. If, after considering the application, the Authority is of the opinion that registration cannot be granted, it shall communicate the deficiencies to the Applicant giving it thirty days’ time to rectify them. 9. If the Applicant fails to rectify such deficiencies to the satisfaction of the Authority within the specified time, the Authority may refuse to grant registration and shall communicate the same to the Applicant, giving reasons for such refusal. Provided that no such refusal shall be made by the Authority without giving the Applicant an opportunity to make written submissions on the grounds on which the registration is proposed to be refused. CHAPTER - IV PERMISSIBLE ACTIVITES 10. An IIO registered with the Authority may carry any of the following class of businesses as may be permitted by the Authority subject to such conditions as may be specified:- (a) Life Insurance Business; (b) General Insurance Business; (c) Health Insurance Business; or (d) Re-insurance Business. Provided that the IIO registered as place of business of Indian Insurer or Branch Office of Foreign Insurer or Re-insurer shall be permitted to transact such class of business which is permitted to the Applicant by its home country regulatory or supervisory authority. 11. An IIO shall conduct its business in any freely convertible foreign currencies other than INR, with such persons, whether resident in India or otherwise, as may be permitted by the Authority. 12. An IIO shall not engage itself in any business other than for which the registration has been granted by the Authority. 13. An IIO registered to transact direct insurance business may be permitted to do so within the IFSC, from other SEZs and also from outside India. 14. The IIO registered to transact direct insurance business shall not write direct insurance business from the DTA except in accordance with Section 2CB of the Insurance Act, 1938. 15. In case of re-insurance business, the IIO - Page 9 of 49 (1) may accept re-insurance business from the cedents based in the IFSC, in relation to risk emanating from other SEZs and re-insurance business from outside India; (2) may accept re-insurance business from the insurers operating in DTA in accordance with the order of preference for cession specified in the IRDAI (Re-insurance) Regulations, 2018. 16. An IIO may render such other insurance or re-insurance business related services as may be specified by the Authority; Provided that the applicant shall obtain prior approval of the Authority for rendering of such services, subject to such conditions as may be specified. CHAPTER – V BASIC REGULATORY AND GOVERNANCE REQUIREMENTS 17. An IIO shall follow following basic regulatory requirements or such other requirements as may be specified by the Authority - (1) Net Owned Funds (NOF): (i) an Applicant, being a foreign company engaged in re-insurance business through a branch established in an IFSC shall comply with Net Owned Funds requirement prescribed under sub-section (3) of section 6 of the Insurance Act, 1938; (ii) an Applicant may demonstrate compliance with NOF requirement in any freely convertible foreign currency; and (iii) The NOF shall be maintained by the Applicant at all times during the subsistence and validity of certificate. Provided that where the Applicant is an MGA, the relevant Foreign Insurer or Foreign Re-insurer shall comply with the NOF requirements; Provided further that where the Applicant is other than public company, the NOF shall be as specified by the Authority. (2) Assigned Capital: An Indian Insurer desirous of setting up place of business, a Foreign Insurer, a Foreign Re-insurer or MGA or Lloyd’s desirous of setting up Page 10 of 49 branch office in an IFSC shall maintain a minimum assigned capital in any freely convertible foreign currency equivalent to USD 1.5 million: Provided that - (a) The assigned capital shall be earmarked and held by the Applicant in the home country, country of its incorporation or domicile; (b) Such assigned capital shall be invested as per the requirements of its home country regulatory or supervisory authority; and (c) The assigned capital including additional assigned capital, if any, as mandated by the Authority, shall be maintained by the Applicant at all times during the subsistence and validity of registration of IIO. Provided further that where the Applicant is an MGA, the relevant Foreign Insurer or Foreign Re-insurer shall comply with the Assigned Capital requirements. (3) Paid-up Equity Capital: A Public Company, a Wholly Owned Subsidiary of an insurer or a re-insurer, an insurance co-operative society or a Body Corporate seeking registration from the Authority shall comply with paid-up equity capital requirements as prescribed under sub-section (1) of section 6 of the Insurance Act, 1938. (4) Solvency Margin Requirement: (i) An Applicant registering an IIO as ‘place of business’ of Indian Insurer, ‘branch office’ of the foreign insurer, foreign re-insurance, MGA or Lloyd’s shall maintain such solvency margin for its IIO, as stipulated by its home country regulatory or supervisory authority; Provided that - (a) Such solvency margin may be maintained in the home country, country of its incorporation or domicile; (b) The assets backing such solvency margin shall be invested as per the requirements of its home country regulatory or supervisory authority; (c) The assets backing such solvency margin shall remain unencumbered at all times during the subsistence and validity of certificate; and (d) The IIO shall furnish a quarterly certificate issued by the Appointed Actuary of the Applicant, to the effect that assets, liabilities and solvency margin on behalf of IIO are being maintained at Head Office of the Applicant. Page 11 of 49 Provided further that where the Applicant is an MGA, the relevant Foreign Insurer or Foreign Re-insurer shall comply with the Solvency Margin requirements. (ii) A public company, a wholly owned subsidiary of an insurer or a re-insurer, an insurance co-operative society or a body corporate registering an IIO in an IFSC shall maintain such solvency margin as may be specified by the Authority. (5) An IIO shall comply with provisions of the Act rules, regulations, circulars and guidelines issued thereunder. (6) Commencement of Business Operations - (i) An IIO shall commence business, for which it has been registered, within twelve (12) months from the date of grant of Certificate of Registration by the Authority; Provided that if an IIO is not able to commence business within the specified period of twelve (12) months, it can, before the time limit expires, but at least thirty days in advance, shall make an application, for extension of time, to the Chairperson of the Authority. (ii) On receipt of the application, the Chairperson of the Authority, shall examine it and communicate the decision thereon, in writing; Provided that no extension of time shall be granted by the Chairperson of the Authority beyond eighteen (18) months from the date of grant of certificate of registration. (7) An Applicant desirous of setting up a place of business or branch as the case may be, including Applicant of Service Company of Lloyd’s IFSC or MGA shall, with prior permission of the Authority, appoint a Principal Officer for the IIO or Service Company of Lloyd’s IFSC, as the case may be, who shall be responsible for the day to day administration of the IIO as well as for its regulatory compliances - (i) An Applicant, other than Lloyd’s, for its IIO shall appoint – (a) Principal Officer; (b) An Officer in-charge of underwriting of risk having relevant experience; and (c) An officer in-charge of finance and accounts having relevant experience. (ii) An Applicant of Lloyd’s IFSC shall appoint – Page 12 of 49 (a) Principal Officer, and (b) An officer in-charge of finance and accounts having relevant experience. Provided that an officer in-charge of finance and accounts of Lloyd’s IFSC shall also be responsible for finance and accounts related matters of Service Companies of Lloyd’s IFSC; (iii) An Applicant of Service Company of Lloyd’s IFSC shall appoint – (a) Principal Officer, and (b) An Officer in-charge of underwriting of risk having relevant experience. (iv) The above-mentioned officers shall – (i) be in direct employment of the IIO or the Service Company of Lloyd’s IFSC as the case may be, and shall be resident in India; and (ii) satisfy the ‘fit and proper’ criteria as specified by the Authority. (8) The Applicant other than those mentioned in sub-regulation (7) of Regulation 17, with prior permission of the Authority, shall :- (a) appoint at least the following Key Managerial Persons (KMP) who shall be responsible for the day to day administration and regulatory compliance of the IIO:- (i) a Chief Executive Officer; (ii) a Chief Finance Officer; and (iii) a Chief Underwriting Officer, (b) the IIO shall appoint such additional Key Managerial Persons as may be specified by the Authority from time to time; (v) The above-mentioned Key Managerial Persons shall: (i) be in direct employment of the IIO and resident in India, and (ii) satisfy the ‘fit and proper’ criteria as specified by the Authority. (9) The IIOs shall comply with such re-insurance and retrocession related requirements as may be specified by the Authority from time to time. (10) An IIO shall maintain its books of accounts, records and documents in such form and manner as may be specified by the Authority; Page 13 of 49 (11) An IIO shall comply with the Know Your Customer (KYC) and Anti-Money Laundering (AML) guidelines as may be issued by the Authority from time to time. (12) Reporting requirements: (i) Every IIO shall furnish information relating to its operations to the Authority, in such manner, interval and in such FORM, as may be specified by the Authority; (ii) Every financial reporting by a IIO to the Authority shall be in USD, unless otherwise specified by the Authority. (13) Operational Requirements: (i) An IIO shall pay such fee and charges, as may be specified by the Authority; (ii) An IIO may be permitted to have an INR account out of the freely convertible foreign currency to defray its administrative, statutory expenses and for such other purposes as may be specified by the Authority. (14) Change in shareholding: A public company granted registration as an IIO shall seek prior approval of the Authority for any change in the shareholding exceeding five per cent. of its paid-up equity share capital, whether by way of transfer of existing shares or by way of fresh issue of shares to either new or existing shareholder. Provided that any change in shareholding which is less than five per cent. of its paid-up equity share capital shall be done with the prior intimation to the Authority. (15) Beside those requirements, an IIO shall follow such prudential norms, as may be specified by the Authority. Chapter VI MISCELLANEOUS 18. Power to specify procedures and issue clarification: For the purpose of implementation of these Regulations and matter incidental thereto, or in order to facilitate and regulate financial services related to insurance and re-insurance in an IFSC, the Authority may specify such norms, procedures, processes, manners or provide clarification and relaxations, by way of guidelines or circulars, as it may deem fit. Page 14 of 49 19. Inspection, Investigation and Information: The Authority shall have the power to inspect and/or investigate the affairs of the IIO including calling for the information from the IIO, its employees and the Applicant, so far as it relates to its activities as an IIO. 20. Action in case of Default: (1) If pursuant to an inspection and/or investigation or otherwise, the Authority is of the opinion that the operations of an IIO are not being conducted in accordance with the provisions of the Act, rules or regulations made or circulars and guidelines issued thereunder or its activities are not in the interests of the insurance market or in the public interest, the Authority may take appropriate disciplinary action against it including but not limited to suspension or cancellation of certificate of registration, after giving an opportunity to the IIO of making its submissions. (2) Without prejudice to the above, the Authority may take any other action as it deems fit, under the Act and other applicable laws. 21. Surrender of Certificate of Registration: An Applicant may be allowed to close its IIO and surrender its Certificate of registration only with the prior approval of the Authority and subject to such conditions as may be specified by the Authority. 22. Repeals and saving: (1) From the date of publication of these Regulations in the official gazette, the provisions of the Insurance Regulatory and Development Authority of India Guideline No. IRDA/RI/GDL/SEZ/269/12/2017dated 21st December, 2017, shall stand repealed; (2) Notwithstanding the above, anything done or any action taken or purported to have been done or taken in respect of the guidelines mentioned in sub-regulation (1) shall be deemed to have been done or taken under the corresponding provisions of these Regulations; (3) An IIO operating in the IFSC prior to the notification of these Regulations, shall comply with additional requirements, if any, introduced through these Regulations, within a period of three months from the date of notification of these Regulations or within such extended time as may be permitted by the Authority. Page 15 of 49 FIRST SCHEDULE [Refer Regulations 4 (2)] FORM – A APPLICATION BY AN INDIAN INSURER OR INDIAN RE-INSURER FOR GRANT OF CERTIFICATE OF REGISTRATION AS IIO Sr. No. Particulars Applicant’s Response Remarks Section A : Company Profile 1 Name of the Applicant 2 Address of its registered office 3 Date of incorporation: [DD/MM/YYYY] 4 Registration No. and date of first registration [DD/MM/YYYY] Copy of the registration certificate 5 Line of business currently handled a. Lines of Insurance or Re-insurance Business as the case may be b. Countries of operation 6 Amount of Authorised capital, Subscribed capital, Issued capital & Face value of shares and their numbers 7 Board Resolution Provide a copy of the resolution by the Applicant’s board in support of the commitment to set up an IIO. Annexure - 8 Name, Address and contact details of the person responsible for the affairs of the proposed IIO Provide a certified copy of the board resolution appointing the person responsible for affairs of IIO 9 Regulatory approvals Provide copies of regulatory approvals for opening of an office in SEZ for conducting insurance business in the SEZ. Annexure - 10 Annual Reports Annual reports for the past 3 years. Annexure - 11 Details of the Office proposed to be opened: a. Name of the office: b. office Address: Page 16 of 49 c. Address for Communications (state the name of the Principal Officer, telephone numbers, fax numbers, mobile number, e-mail address and such other details: d. Principle Officer for IIO & Key Management Personnel and allocation of responsibilities.(Proposed): e. Organizational structure. Reporting relationships of the IIO to the insurer: f. Planned infrastructure at proposed office 12 Details of payment of fee 13 Solvency margin of the Indian insurer for three years preceding the date of application Section B: IIO Business Strategy 14 Types of Insurance or Re-insurance arrangements to be offered, as the case may be The Applicant may give detail of the types of insurance or re-insurance arrangements that it will offer to the Indian and other markets. Annexure - 15 Underwriting This section should describe the approach used for underwriting of proposals, etc. Please also state the nature of support to be provided in underwriting and in training of underwriters and upgradation of skills of the local persons by the head office. Annexure - 16 Recruitment and Training Different areas of the company require personnel with different skill sets. Some of the special technical skills would require special focus. The company may submit a detailed write- up on its plans to impart technical skills and knowledge locally. Annexure - Page 17 of 49 17 Internal Controls The company will need to establish a set of procedures and norms for various activities. The manner in which these will be monitored should be described. Annexure - 18 Expenses of Administration The proposed expenses as a per cent of premium. Annexure - 19 Technical skills The technical skills of the people who will work in the IIO and plan for imparting knowledge for skill upgradation at local level. Annexure - 20 Financial Projections A description of the model used for financial projections should be provided, based on assumptions, for a period of 5 years, for each year from the start. Please provide details against each of the items listed in the next cell. (Amount should be in USD ) a. Amount of business. b. Size of support and administrative staff. c. Premium income. d. Investment income. e. Commissions and other sales related expenses. f. Expenses of administration. g. Statutory reserves. h. Required solvency margins. i. Profit and loss accounts and balance sheets. j. First year and renewal expense ratios. k. Capital needs l. Break-even periods and the Return on Capital. m. Retrocession with group companies n. Retrocession with others This section should also discuss the manner in which the future capital needs will be met. Annexure - 21 Conclusion In conclusion, please discuss the viability of the operations. Any special issues or concerns should also be indicated Page 18 of 49 Certification I, the undersigned, solemnly declare that the facts given in this application form on behalf of the Applicant company, are true and that the projections and estimations are based on reasonable assumptions. Place Date: Signature of the Authorised Person (with Designation and Seal) • English Translation: If any of the document which is not in English, a certified English translation is required. The English translation to be certified “true copy” by the insurance supervisory authority in country of the Applicant or an external legal counsel. FORM – B APPLICATION BY A FOREIGN INSURER OR FOREIGN RE-INSURER FOR GRANT OF CERTIFICATE OF REGISTRATION AS AN IIO S.No. Particulars Applicant’s Response Remarks Section A : Company Profile 1 Name of the Applicant 2 Address of its registered office 3 Date of incorporation as a Insurer / Re- insurer: [DD/MM/YYYY] Certificate of incorporation/Deed of Covenant/Other valid proof 4 Registration No. (issued by the regulatory Authority in the country of the Applicant’s domicile) and date of first registration [DD/MM/YYYY] Copy of the registration certificate 5 Current lines of insurance business a. Lines of Insurance or Re- insurance Business b. Countries of operation 6 Amount of Authorised capital, Subscribed capital and Issued Capital & Face value of shares and their numbers 7 Name, Address and contact details of the person responsible for the affairs of the proposed IIO Provide a certified copy of board resolution appointing Page 19 of 49 the person responsible for affairs of IIO 8 Net Owned Funds of the Applicant as at close of immediately preceding financial year (Amount to be specified as Rs. In crore. Currency conversion shall be as per rate prevailing at the time of application) 9 Credit rating for the last 3 years from internationally renowned credit rating agencies (minimum of ‘BBB’ or its equivalent) Preceding year 1: Rating Agency: Preceding year 2: Rating Agency: Preceding year 3: Rating Agency: Communication from the rating agency 10 Board Resolution Provide a copy of the resolution by the Applicant’s board in support of the commitment to set up an IIO. Annexure - 11 Regulatory approvals in India a. Provide certificates of approval from the appropriate authority for opening of an office/conducting of business in the SEZ. b. Permanent Account number (if allotted by IT authorities) c. Service Tax Registration details (if allotted) Annexure - 12 2[“Certificate from CA/CS/CMA, etc.: Provide a certificate from a practicing Chartered Accountant in India, a practicing Company Secretary in India, a practicing Annexure - 2 Substituted by Notification number IFSCA/2021-22/GN/REG019 dated 4th January 2022 (w.e.f. 4.01.2022). Prior to its substitution, Serial number 12, column (2) of FORM - B of the FIRST SCHEDULE read as under: Certificate from CA / CS Provide a certificate from a practicing Chartered Accountant in India or a practising Company Secretary in India certifying that all the requirements of the Act read with IFSCA(Registration of Insurance Business) Registration 2021 and notifications issued under section 2CA of the Act have been complied with by the Applicant Page 20 of 49 Cost Accountant in India or any other person with appropriate qualification, as specified by the Authority, certifying that all the requirements of the Act read with IFSCA (Registration of Insurance Business) Regulations, 2021 and notifications issued under section 2CA of the Act have been complied with by the Applicant.”] 13 Annual Reports Annual reports for the past 3 years. Annexure - 14 Details of the office proposed to be opened: (a) Name of the Office: (b) Office Address(representative address or company address if the IIO office address is not available): (c) Address for Communications (state the name of the Principal Officer, telephone numbers, fax numbers, mobile number, e-mail address and such other details: (d) Principle Officer & Key Management Personnel and allocation of responsibilities.(Propose d): (e) Organizational structure. Reporting relationships of the IIO to the holding company (f) Planned infrastructure at the proposed office 15 Details of payment of fee 16 Amount of Assigned Capital and the form in which it is maintained. Please indicate the sources of funds to meet the “Assigned Capital” requirement. 17 Particulars of Previous Application: Has the Applicant ever applied for license in International Financial Page 21 of 49 Services Centre to carry out insurance business? If so, give particulars. 18. Details of shareholders of foreign (re)insurer: [Please give full name, address, percentage of holding in the paid up capital of the insurer, Occupation, Qualifications and Experience, Number of shares held and Percentage of share capital in the company] Please attach separate sheets if necessary. Details of persons holding more than 1% of the issued capital of the Applicant and promoters are to be given in separate statements. Full Name [first, middle, surname]/Name of the Corporate Date of Birth/Dat e of incorpora tion Address with Telephone Nos., Fax Nos., E-mail Qualific ations* Experien ce* Present occupation * No. of equity (voting rights) shares and percentage of total holding Remarks (1) (2) (3) (4) (5) (6) (7) (8) Mr./Ms. *Columns 4 to 6 may be left blank for corporate shareholders. Section B: Regulatory Compliance in the home country 19 Name, Address and contact details of the Regulatory Authority in the country of domicile where the Applicant is registered 20 Regulatory Architecture Provide a note on the regulatory architecture of the Regulatory or Supervisory Authority where the Applicant is registered/licensed giving provisions related to 1. Products 2. Market conduct 3. Accounting 4. Asset Valuation 5. Liability Valuation 6. Solvency 7. ERM 8. Fit & Proper criteria 9. Framework with regard to supervision of subsidiary and foreign branches established in other jurisdictions. Provide an Annexure with brief of the regulatory architecture in the areas of accounting, solvency and other reporting requirements- 21 Certificate of Authorization Provide a certificate of authorization granted by the Regulatory or Supervisory Authority of the country of incorporation to set up an IIO. Annexure - Page 22 of 49 22 Minimum Solvency Margin prescribed by the regulator in the country of domicile 23 Solvency margin of the Applicant for three years preceding the date of application Section C: IIO Business Strategy 24 Types of Re-insurance arrangements to be offered The Applicant may give detail of the types of re-insurance arrangements that it will offer to the Indian and other markets. Also, please include a note on the lines of business proposed to be underwritten at the IIO and stamp of the parent company being used at the IIO. Annexure - 25 Underwriting This section should describe the approach used for underwriting of proposals, etc. Please also state the nature of support to be provided in underwriting and in training of underwriters and upgradation of skills of the local persons by the head office. Annexure - 26 Retention Limits and Re-insurance The nature of re-insurance arrangements should be described fully, giving the following details: • The basis of re-insurance. • Terms of re-insurance. • Manner of re-insurance support from head office • Retention limits – in India • Retrocession within India • Retention limits – outside India Annexure - 27 Internal Controls The company will need to establish a set of procedures and norms for various activities. The manner in which these will be monitored should be described. Annexure - 28 Expenses of Administration The proposed expenses as a per cent of premium. Annexure - Page 23 of 49 29 Financial Projections A description of the model used for financial projections should be provided, based on assumptions, for a period of 5 years, for each year from the start. Please provide details against each of the items listed in the next cell. (Amount should be in USD) (a) Amount of business. (b) Size of support and administrative staff. (c) Premium income. (d) Investment income. (e) Commissions and other sales related expenses. (f) Expenses of administration. (g) Statutory reserves. (h) Required solvency margins. (i) Profit and loss accounts and balance sheets. (j) First year and renewal expense ratios. (k) Capital needs (l) Break-even periods and the Return on Capital. (m) Retrocession to group companies (n) Retrocession to others This section should also discuss the manner in which the future capital needs will be met. Annexure - 30 Conclusion In conclusion, please discuss the viability of the operations. Any special issues or concerns should also be indicated Certification I, the undersigned, solemnly declare that the facts given in this application form on behalf of the Applicant Company, are true and that the projections and estimations are based on reasonable assumptions. Place : Date : Signature of the Authorised Person (his/her designation with Seal) Page 24 of 49 • English Translation: If any of the document which is not in English, a certified English translation is required. The English translation to be certified “true copy” by the insurance supervisory authority in country of the Applicant or an external legal counsel. FORM – C JOINT APPLICATION BY AN MGA AND FOREIGN INSURER OR FOREIGN RE- INSURER FOR GRANT OF CERTIFICATE OF REGISTRATION AS AN IIO S.No. Particulars Applicant’s Response Remarks Section A : Company Profile 1 Name of the applicant - Foreign Insurer or Foreign Re-insurer 2 Name of the applicant – MGA 3 Address of registered office of Foreign Insurer or Foreign Re-insurer 4 Address of registered office of MGA 5 Date of incorporation (separate for MGA and the Foreign Insurer or Foreign Re-insurer) [DD/MM/YYYY] Annexure - Certificate of incorporation/Deed of Covenant/Other valid proof 6 Registration No. (issued by the regulatory Authority in the country of the applicant’s domicile) and date of first registration [DD/MM/YYYY] (Separate for MGA and the Foreign Insurer or Foreign Re-insurer) Annexure - Copy of the registration certificate 7 Current lines of insurance business a. Lines of Insurance or Re-insurance Business or both b. Countries of operation (separate for MGA and the Foreign Insurer or Foreign Re-insurer) 8 Amount of Authorized capital, Subscribed capital and Issued Capital & Face value of shares and their numbers of the relevant Foreign Insurer/s or Foreign Re-insurer/s or both. (separate for MGA and the Foreign Insurer or Foreign Re-insurer) 9 Name, Address and contact details of – 1) Authorized person to make the application; and 2) the person responsible for the affairs of proposed IIO Provide a certified copy of board resolution in support of both. (separate for MGA and the Foreign Insurer or Foreign Re-insurer) 10 Net Owned Funds of the relevant Foreign Insurer or Foreign Re-insurer, at close of immediately preceding financial year (Amount to be specified as Rs. In crore. Currency conversion shall be as per rate prevailing at the time of application) Page 25 of 49 11 Credit rating for the last 3 years from internationally renowned credit rating agencies (minimum of ‘BBB’ or its equivalent) of the Foreign Insurer or Foreign Re-insurer. Preceding year 1: Rating Agency: Preceding year 2: Rating Agency: Preceding year 3: Rating Agency: Communication from the rating agency 12 Board Resolution Provide a copy of the resolution by the applicant’s board in support of the commitment to set up an IIO. (Service Company and the Foreign Insurer/s or Foreign Re-insurer/s or both) Provide the certified copy of the terms of delegation of authority to the MGA by the Foreign Insurer or Foreign Reinsure or the binding agreement / binder as applicable. Annexure – (Separate for MGA and the Foreign Insurer or Foreign Re-insurer) 13 Regulatory approvals in India as applicable a. Provide certificates of approval from the appropriate authority for opening of an office/conducting of business in the SEZ. b. Permanent Account number (if allotted by IT authorities) c. Service Tax Registration details (if allotted) Annexure - 14 3[“Certificate from CA/CS/CMA, etc.: Provide a certificate from a practicing Chartered Accountant in India, a practicing Company Secretary in India, a practicing Cost Accountant in India or any other person with appropriate qualification, as specified by the Authority, certifying that all the requirements of the Act read with Annexure – (Separate for MGA and the Foreign Insurer or Foreign Re-insurer) 3 Substituted by Notification No. IFSCA/2021-22/GN/REG019 dated 4th January 2022 (w.e.f. 4.01.2022). Prior to its substitution, Serial number 14, column (2) of FORM-C of FIRST SCHEDULE read as under: Certificate from CA / CS Provide a certificate from a practicing Chartered Accountant in India or a practicing Company Secretary of India certifying that all the requirements of the Act read with IFSCA(Registration of Insurance Business) Registration 2021 and notifications issued under section 2CA of the Act have been complied with by the applicant Page 26 of 49 IFSCA (Registration of Insurance Business) Regulations, 2021 and notifications issued under section 2CA of the Act have been complied with by the Applicant.”] 15 Annual Reports Annual reports for the past 5 years. Annexure – (Separate for MGA and the Foreign Insurer or Foreign Re-insurer) 16 Details of the office proposed to be opened: (a) Name of the Office: (b) Office Address(representative address or company address if the IIO office address is not available): (c) Address for Communications (state the name of the Principal Officer, telephone numbers, fax numbers, mobile number, e-mail address and such other details: (d) Principle Officer & other officials and allocation of responsibilities. (Proposed): (e) Organizational structure. Reporting structure of the IIO to the holding company (f) Planned infrastructure at the proposed office 17 Details of payment of fee 18 Amount of Assigned Capital and the form in which it is maintained. Please indicate the sources of funds to meet the “Assigned Capital” requirement. Page 27 of 49 19 Particulars of Previous Application: Has the applicant ever applied for license in International Financial Services Centre to carry out insurance business? If so, give particulars. 20. Details of shareholders ( Separate for MGA and the Foreign Insurer or Foreign Re-insurer) as applicable [Please give full name, address, percentage of holding in the paid up capital of the insurer, Occupation, Qualifications and Experience, Number of shares held and Percentage of share capital in the company] Please attach separate sheets if necessary. Details of persons holding more than 1% of the issued capital of the applicant and promoters are to be given in separate statements. Full Name Date of Address with Qualific Experien Present No. of equity Remarks [first, middle, Birth/Dat Telephone Nos., ations* ce* occupation (voting rights) surname]/Name of e of Fax Nos., E-mail * shares and the Corporate incorpora percentage of total tion holding (1) (2) (3) (4) (5) (6) (7) (8) Mr./Ms. *Columns 4 to 6 may be left blank for corporate shareholders. Section B: Regulatory Compliance in the home country 21 Name, Address and contact details of the Regulatory Authority in the country of domicile where the applicant is registered (Separate for MGA and the Foreign Insurer or Foreign Re-insurer) 22 Regulatory Architecture Provide a note on the regulatory architecture of the Regulatory or Supervisory Authority where the applicant Annexure – (Separate for MGA and the Foreign Insurer or Foreign Re-insurer) is registered/licensed giving provisions related to 1. Products. 2. Market conduct 3. Accounting 4. Asset Valuation 5. Liability Valuation 6. Solvency 7. ERM 8. Fit & Proper criteria 9. Framework with regard to supervision of subsidiary and foreign branches established in other jurisdictions. Page 28 of 49 23 Certificate of Authorization Provide a certificate of authorization granted by the Regulatory or Supervisory Authority of the country of incorporation to set up an IIO. Annexure – (Separate for MGA and the Foreign Insurer or Foreign Re-insurer) 24 Minimum Solvency Margin prescribed by the regulator in the country of domicile (for the relevant Foreign Insurer or Foreign Re- insurer) 25 Solvency margin of the applicant for five years preceding the date of application for the relevant Foreign Insurer or Foreign Re- insurer) Section C: IIO Business Strategy 26 Types of Re-insurance or Insurance arrangements to be offered The applicant may give detail of the types of re-insurance arrangements that it will offer to the Indian and other markets. Also, please include a note on the lines of business proposed to be underwritten at the IIO and stamp of the parent company being used at the IIO. Annexure - 27 Underwriting This section should describe the approach used for underwriting of proposals, etc. Please also state the nature of support to be provided in underwriting and in training of underwriters and upgradation of skills of the local persons by the head office. Annexure - 28 Retention Limits and Re-insurance (as applicable) The nature of re-insurance arrangements should be described fully, giving the following details: Annexure - • The basis of re-insurance. • Terms of re-insurance. • Manner of re-insurance support from head office • Retention limits – in IFSC • Retrocession within IFSC • Retention limits – outside IFSC Page 29 of 49 29 Internal Controls The company will need to establish a set of procedures and norms for various activities. The manner in which these will be monitored should be described. Annexure - 30 Expenses of Administration The proposed expenses as a per cent of premium. Annexure - 31 Financial Projections A description of the model used for financial projections should be provided, based on assumptions, for a period of 5 years, for each year from the start. Please provide details against each of the items listed in the next cell. (Amount should be in USD) (a) Amount of business. (b) Size of support and administrative staff. (c) Premium income. (d) Investment income. (e) Commissions and other sales related expenses. (f) Expenses of administration. (g) Statutory reserves. (h) Required solvency margins. (i) Profit and loss accounts and balance sheets. (j) First year and renewal expense ratios. (k) Capital needs (l) Break-even periods and the Return on Capital. (m) Retrocession to group companies (n) Retrocession to others This section should also discuss the manner in which the future capital needs will be met. Annexure - 32 Conclusion In conclusion, please discuss the viability of the operations. Any special issues or concerns should also be indicated Page 30 of 49 Joint Declaration by the MGA and relevant Foreign Insurer or Foreign Re-insurer We the undersigned, solemnly declare that the facts given in this application form on behalf of the Applicants, are true & correct and that the projections and estimations are based on reasonable assumptions. Place : Date : Signature of the Authorized Person representing MGA (Name, Designation and Company seal) Place : Date : Signature of the Authorized Person representing Foreign Insurer or Foreign Re-insurer (Name, Designation and Company seal)  English Translation: If any of the document which is not in English, a certified English translation is required. The English translation to be certified “true copy” by the insurance supervisory authority in country of the applicant or an external legal counsel. FORM – D APPLICATION BY AN PUBLIC COMPANY, WHOLLY OWNED SUBSIDY OF INSURER OR RE-INSURER, INSURANCE CO-OPERATIVE SOCIETY, BODY CORPORATE INCORPORATED OUTSIDE INDIA FOR GRANT OF CERTIFICATE OF REGISTRATION AS IIO Sr. No. Particulars Applicant’s Response Remarks Section A : Company Profile 1 Name of the Applicant 2 Address of its registered office 3 Date of incorporation: [DD/MM/YYYY] 4 Registration No. (issued by Registrar of Companies) Copy of the registration certificate 5 State the classes of insurance business for which registration is sought: Page 31 of 49 6 Amount of Authorised capital, Subscribed capital, Issued capital & Face value of shares and their numbers 7 Amount of Paid up Capital & Number of equity shares: 8 Classification of Shares: 9 Voting Rights of each class of Shareholders: 10 Details of shareholders 11 Name, Address and contact details of the person responsible for the affairs of the proposed IIO Provide a certified copy of the board resolution appointing the person responsible for affairs of IIO 12) Promoters: [Please give full name, address, percentage of holding in the paid up capital of the insurer, Occupation, Qualifications and Experience, Number of shares held and Percentage of share capital in the company] Please attach separate sheets if necessary. Details of persons holding more than 1% of the paid up capital of the applicant and promoters are to be given in separate statements. Full Name [first, middle, surname] Date of Birth Address with Telephone Nos., Fax Nos., E-mail Qualification Experie- nce Present occupa- tion No. of equity (voting rights) shares and percentage of total holding Remarks (1) (2) (3) (4) (5) (6) (7) (8) Mr./Ms. Note: If the promoter is a company or a body corporate registered in India, give the name of the company or body corporate in column (1), the country of incorporation and the date of registration in column (2), mention the areas of operation of the company in col.(5), leaving the columns 4 and 6 blank; particulars indicating the countries of operation, nature of business enclosing statements of accounts of the company or body corporate for the last 5 years are to be given. If there are more than one promoter, the information may kindly be furnished in such a manner as to indicate clearly the inter-relationship, if any, of parties. If a promoter is a nominee of another, details of the principal in the above areas are to be given. Adequate care may be taken to furnish full and complete information truthfully. Any misrepresentation found later will lead to disqualification of the applicant, its promoters and others connected thereto. 13) Investors: [Please give full name, address, percentage of holding in the paid up capital of the insurer, Occupation, Qualifications and Experience, Number of shares held and Percentage of share capital in the company] Please attach separate sheets if necessary. Details of persons holding more than 1% of the paid up capital of the applicant and investors are to be given in separate statements. Page 32 of 49 Full Name [first, middle, surname] Date of Birth Address with Telephone Nos., Fax Nos., E- mail Qualifica- tions Experi- ence Present occupation No. of equity (voting rights) shares and percentage of total holding Remarks (1) (2) (3) (4) (5) (6) (7) (8) Mr./Ms. Note: If the investor is a company or a body corporate registered in India, give the name of the company or body corporate in column (1), the country of incorporation and the date of registration in column (2), mention the areas of operation of the company in col.(5), leaving the columns 4 and 6 blank; particulars indicating the countries of operation, nature of business enclosing statements of accounts of the company or body corporate for the last 5 years are to be given. If there are more than one investor, the information may kindly be furnished in such a manner as to indicate clearly the inter-relationship, if any, of parties. If an investor is a nominee of another, details of the principal Investor in the above areas are to be given. Adequate care may be taken to furnish full and complete information truthfully. Any misrepresentation found later will lead to disqualification of the applicant, its promoters and others connected thereto. If the total required Capital has not yet been issued, please provide information on the expected subscription to shares and whether the potential shareholders have given any commitment or assurance to subscribe to the capital. In case an Indian investor is having shareholding in any other insurers, separate detail of the same need to be provided. 14 Applicant: This section should set out the background information. Following information should be included: 14 (a) Particulars of the partners in the joint venture (e.g. company name, address, names of directors, etc.). 14 (b) Constitution of the promoter companies – details of shareholders holding in excess of 1% of the paid up capital. 14 (c) Nature of business, years in business of promoter companies. 14(d) Constitution of the Investors – details of shareholders holding in excess of 1% of the paid up capital 14(e) Nature of business, years in business of investors’ companies 14(f) Past record of regulatory interventions/restrictive directions in respect of promoter / investor companies 14(g) The applicant’s reasons for entering the insurance market 14(h) Financial statements for the last five years Page 33 of 49 14(i) Strengths of the partners. 14(j) Indication of the degree of commitment to the Indian market place displayed by the applicant. 14(k) The Agreement among the shareholders promoting the company. 14(l) The obligations undertaken by the Foreign Investors 14(m) The obligations of the applicant company to the Foreign Investors. 14(n) Sources for meeting the initial and future capital needs. 14(o) In cases of non-corporate promoters / investors, information on the above lines, suitably modified, may be given. 15) Promoters (Separate statements for Indian promoters and foreign investors, if any, are to be given) Details of promoters and investors: [Please give full name, address, percentage of holding in the paid up capital, Occupation, Qualifications and Experience, Number and Percentage of share capital in the company] Full Name [first,middle , surname] Date of Birth Address with Telephone Nos., Fax Nos., E-mail Qualifica- tions Experi- ence Present occupation No. of equity (voting rights) shares and percentage of total holding Remarks (1) (2) (3) (4) (5) (6) (7) (8) Mr./Ms. If the foreign investor is a company or a body corporate registered in India or in a foreign country, give the name of the company or body corporate in column (1), furnish the date of registration in column (2), mention the areas of operation of the company in col. (5), leaving the columns 4 and 6 blank. The particulars of persons nominated by such foreign investors in the above pro forma; and particulars indicating the countries of operation, nature of business enclosing statements of accounts of the company or body corporate for the last 5 years should also be provided. 16 The Applicant Company: This section should provide the key aspects of the Company. This will cover the following: 16(a) Name of the applicant Company: 16(b) Date of Registration [DD/MM/YYYY] (As per Companies Act, 2013) Page 34 of 49 16(c) Registration Number 16(d) Registered Office Address 16(e) Head Office Address 16(f) Address for Communication (state the name of the Company Secretary, telephone numbers, fax numbers, mobile number, e- mail address and such other details) 16(g) Key aspects of the Indian Promoters and Foreign Investors (e.g. respective shareholdings, roles and responsibilities, directorships, inter-relationships etc) 16(h) Particulars of the Board of Directors 16(i) States of operation 16(j) Branch locations. (Proposed) 16(k) Company’s Mission Statement 16(l) Senior management (key persons) and allocation of responsibilities (Proposed) 16(m) Organizational structure Reporting relationships 16(n) Allocation of responsibilities between the head office and the operational units: [Enclose four certified copies of Memorandum and Articles of Association of the registered company] 17 Capital Structure 17(a) Amount of Authorised capital & No. of Shares: 17(b) Classification of Shares 17(c) Amount of Issued Capital & No. of Shares 17(d) Amount of Paid up Capital & No. of Shares: 17(e) Voting Rights attached to each class of Shares 17(f) Nominal/Face value of Each Equity Share/ Other Share: 18 Directors and Key Management Persons: For each director and key management persons, furnish the particulars in the pro forma given below:- 18(a) Name (and any previous names) of KMP: 18(b) Present Residential Address: 18(c) Current Telephone, Fax and E-mail Addresses 18(d) Date and Place of Birth 18(e) Nationality (and any previous Nationality): Page 35 of 49 18(f) Passport / Identity Card: i. Number: ii. Date and Place of Issue: iii. Date of expiry: iv. Issuing Authority 18(g) Name and Address of Bank 18(h) Details and Dates of Academic Qualification 18(i) Details and Dates of Professional Qualification 18(j) Experience (covering preceding 5 years) 18(k) (a) Details of previous employment (in the last 5 years) (b)If previous employer was regulated by a regulatory body, then: i. Name of the Previous Employer: ii. Nature of Employer’s business: iii. Name of the Regulatory body supervising the Employer: iv. Last Designation (including duties & responsibilities. v. Date of Appointment: vi. Date of Resignation: 18(i) Details of other business interests of the Key Management Person during the preceding 5 years in the form of holding equity shares in excess of 2% or Directorships in any other entity 18(j) Relationship of KMP with the Insurer and related parties of insurer, if any: (a) Details of any shareholdings or voting powers in excess of 2% in the Insurer and related parties of insurer: (b) Details of any Business relationships with the Insurer or related parties of insurer: (c) Details of any Business relationships between the Directors’ and key management persons’ former employers and the insurer or related parties of insurer 18(k) Full details on the Key Management Persons’ reputation and character (a) whether the KMP has ever been declared bankrupt (b) details of convictions for any offence involving fraud or other dishonesty (c) any disqualification from acting as a Director/ Key Management Person in any company Page 36 of 49 (d) whether the Director or key management person has ever been refused (or had been revoked) a licence or authorization to carry on any regulated financial business during the past five years. 18(l) Details of any censure or disciplinary action initiated by any Government, regulatory or professional body 18(m) Details of any dismissal from office or employment, subjection to disciplinary proceedings by the previous employer or refusal of entry into any profession or occupation 18(n) Details of conviction, if any of the Key Management Person for any offence involving moral turpitude 18(o) Whether any governmental, regulatory or professional body has ever investigated any employer, company or organization with which the Key Management Person has been associated as a director, officer, manager or shareholder? 18(p) Whether any company or organization with which the Key Management Person was associated as a director, officer, manager, has ever been wound up, gone into receivership or ceased trading either whilst the Key Management Person was associated with it; or within one year after the Key Management Person so ceased to be associated? 18(q) Please mention whether the Key Management Person is also an Insurance Corporate Agent, employee of Insurance Broker, Director or Employee of any other insurance intermediaries or Insurer or Re-insurer in India or in any foreign country or director of any other company in India or in any foreign country 18(r) Whether the Key Management Person is in the full time employment of the insurer? If not, then please give the full details of other employment/ engagement: 18(s) Whether the Key Management Person is on deputation / secondment from any other organization? If yes, (a) furnish the full particulars of the Parent Organization: Page 37 of 49 (b) whether any remuneration etc., is paid by the Parent Organization, if so complete details of the remuneration: 18(t) Whether the Key Management Person is into the full time / part time employment of any group company / associated company or the promoting partner of the insurer? In the Remarks column, please mention whether any director or key management person is an agent, broker, intermediary, director or employee of any other insurance company (or Re-insurer) in India or in any foreign country or director of any other company in India or in any foreign country, 19) External Auditors*:(Proposed) Full Name [first,middle , surname] Date of Birth Address with Telephone Nos., Fax Nos., E-mail Date of Appointment Experience in auditing insurance companies Period of appointment Remarks (1) (2) (3) (4) (5) (6) (7) If auditors are a firm, state the name of the firm in Col (1), its date of registration in Col (2) *No auditor can be appointed unless the auditor satisfies the criteria stated in Section 143 of the Companies Act, 2013 20 Business to be transacted Describe the insurance business to be transacted: 20(a) Global Geographies in which you wish to carry on insurance business? 20(b) Distribution Channels: such as Direct, Brokers, Corporate Agents, Online Sale, Others (Pl specify) 21 Sensitivity Analysis The analysis set out in para 19 above will be based on a base scenario and a few alternate scenarios. Sensitivity analysis based on “Optimistic” and “Pessimistic” assumptions should also be included. These will relate to assumptions such as: 21(a) Volume of sales. 21(b) Size of sales force. Page 38 of 49 A discussion on the manner in which the outcome of the pessimistic scenarios will be handled should be included. 21) Particulars of Previous Application: Has the applicant ever applied for grant of Certificate of Registration in India or outside India? so, give particulars. 22 Annual Reports Annual reports for the past 3 years. Annexure - 23 Details of the Office proposed to be opened: g. Name of the office: h. office Address: i. Address for Communications (state the name of the Principal Officer, telephone numbers, fax numbers, mobile number, e-mail address and such other details: j. Principle Officer for IIO & Key Management Personnel and allocation of responsibilities.(Proposed): k. Organizational structure. Reporting relationships of the IIO to the insurer: l. Planned infrastructure at proposed office 24 Details of payment of fee 25 Solvency margin of the Indian insurer for three years preceding the date of application Section B: IIO Business Strategy 26 Types of Insurance or Re-insurance arrangements to be offered, as the case may be The Applicant may give detail of the types of insurance or re-insurance arrangements that it will offer to the Indian and other markets. Annexure - 27 Underwriting This section should describe the approach used for underwriting of Annexure - 21 (c) Average size of sale. 21(d) Levels of mortality/morbidity, policy terminations(Life) 21(e) Administrative expenses (including inflation).(Life) 21(f) Future investment conditions.(Life) Page 39 of 49 proposals, etc. Please also state the nature of support to be provided in underwriting and in training of underwriters and upgradation of skills of the local persons by the head office. 28 Recruitment and Training Different areas of the company require personnel with different skill sets. Some of the special technical skills would require special focus. The company may submit a detailed write- up on its plans to impart technical skills and knowledge locally. Annexure - 29 Internal Controls The company will need to establish a set of procedures and norms for various activities. The manner in which these will be monitored should be described. Annexure - 30 Expenses of Administration The proposed expenses as a per cent of premium. Annexure - 31 Technical skills The technical skills of the people who will work in the IIO and plan for imparting knowledge for skill upgradation at local level. Annexure - 32 Financial Projections A description of the model used for financial projections should be provided, based on assumptions, for a period of 5 years, for each year from the start. Please provide details against each of the items listed in the next cell. (Amount should be in USD ) o. Amount of business. p. Size of support and administrative staff. q. Premium income. r. Investment income. s. Commissions and other sales related expenses. t. Expenses of administration. u. Statutory reserves. v. Required solvency margins. w. Profit and loss accounts and balance sheets. x. First year and renewal expense ratios. y. Capital needs z. Break-even periods and the Return on Capital. aa. Retrocession with group companies bb. Retrocession with others This section should also discuss the manner in which Annexure - Page 40 of 49 the future capital needs will be met. 33 Conclusion: In conclusion, please discuss the viability of the operations. Any special issues or concerns should also be indicated Certification I, the undersigned, solemnly declare that the facts given in this application form on behalf of the Applicant company, are true and that the projections and estimations are based on reasonable assumptions. Place Date: Signature of the Authorised Person (with Designation and Seal) • Explanation: Where the Applicant is other than public company, the Authority may specify an alternate application form, if required. • English Translation: If any of the document which is not in English, a certified English translation is required. The English translation to be certified “true copy” by the insurance supervisory authority in country of the Applicant or an external legal counsel. SECOND SCHEDULE [Refer Regulations 4] Provisions applicable for Lloyd’s and Lloyd’s IFSC: 1. Definitions applicable for Lloyd’s and Lloyd’s IFSC: (a) “administrator”, for the purposes of these Regulations means Lloyd’s IFSC, except “members of Lloyd’s” (b) “binding authority” means an agreement between a Service Company and a coverholder under which the Service Company authorises the coverholder to enter into a contract of insurance on behalf of the members of a syndicate for whom the Service Company acts as an agent; (c) “Chain of Security”, in relation to a member of Lloyd’s, means the member’s premiums trust fund, funds at Lloyd’s as defined in paragraph 17 of the Lloyd’s Membership Byelaw (No. 5 of 2005), other personal wealth of the member and the New Central Fund; Page 41 of 49 (d) “Council of Lloyd’s” means the Council of Lloyd’s established by the Lloyd’s Act 1982 of the United Kingdom; (e) “Coverholder”, in relation to a Service Company, means a person authorised by the Service Company under a binding authority to enter into a contract of insurance on behalf of the members of a syndicate — (i) for whom the Service Company acts as an agent; and (ii) who have authorised the Service Company to enter into such binding authority with the person; (f) “Principal officer”, in relation to the administrator or a Service Company, means any person, by whatever name described, (i) who — a) is in the direct employment of the administrator or the Service Company, as the case may be; b) is acting for the administrator or the Service Company, as the case may be; or c) has an arrangement with the administrator or the Service Company, as the case may be, to act for the administrator or the Service Company; and (ii) who is concerned with or takes part in the management of the administrator or the Service Company, as the case may be, on a day-to-day basis; (g) ‘Managing Agent’ means: (i) a person listed as a managing agent on the register of underwriting agents maintained under the Lloyd’s Underwriting Byelaw (No. 2 of 2003); or (ii) a person appointed to perform the functions of a managing agent under Part K of the Lloyd’s Underwriting Byelaw (No. 2 of 2003); (h) ‘Members of Lloyd’s’ means a person admitted to membership of Lloyd’s as an underwriting member who wish to participate in Lloyd’s at the IFSC; (i) ‘Service Companies of Lloyd’s IFSC’ or “Service Companies” means: i) Service Companies promoted by Managing Agents of Lloyd’s ii) Service Companies promoted by Companies registered in India under Companies Act, 2013 and meets the specified criteria; (j) ‘Syndicate’ means a member or group of members underwriting insurance business at Lloyd’s through the agency of a managing agent or a substitute agent to which a syndicate number is assigned by the Council of Lloyd’s. Page 42 of 49 (k) ‘Syndicates of Lloyd’s IFSC’ means Syndicates of Lloyd’s who wish to participate in Lloyd’s IFSC through a service company or coverholder delegated authority arrangement. 2. Constituents of Lloyd’s IFSC include: (a) Members of Lloyd’s, (b) Syndicates (c) Service companies who wish to underwrite re-insurance business on behalf of Syndicates, 3. Lloyd’s IFSC being a market shall ensure that the market and the constituents are housed within an office location of Lloyd’s IFSC for the conduct of insurance or re-insurance business. 4. Conditions on transacting insurance or re-insurance business: A member of Lloyd’s may transact insurance business from Lloyd’s IFSC if – (1) the member registers with the administrator in accordance with regulation 5 of SECOND SCHEDULE; (2) the member carries on insurance business, and enters into contracts of insurance, in Lloyd’s IFSC through a Service Company; (3) the member authorises Service Company acting on behalf of it for the purposes of these Regulations to accept service of notices and legal processes in respect of or connected to the carrying on of insurance business in the IFSC, including any notice or direction of the Authority to the member; and (4) Lloyd’s has given an undertaking to the Authority that the holder of any insurance policy issued by the member under these Regulations shall have recourse to the Chain of Security, in accordance with and subject to the terms of the relevant Lloyd’s trust deeds and Lloyd’s byelaws, conditions and requirements governing the trust deeds, to the same extent as the holder of a general business policy issued by the same member of Lloyd’s in London. 5. Members of Lloyd’s: (1) A member of Lloyd’s who wish to transact insurance business in an IFSC under these Regulations shall apply for registration with the administrator; (2) An application for registration under sub-regulation (1) shall be in such form and contain such particulars as the administrator may determine; (3) the administrator shall not register the Applicant unless it is satisfied that the (a) Applicant is a member of Lloyd’s; and (b) Applicant has appointed one or more Service Companies through which it intends to transact insurance or re-insurance business in an IFSC. (4) Lloyd’s IFSC in specified format shall inform the Authority the details of Members of Lloyd’s who wish to participate in an IFSC; Page 43 of 49 (5) The list of Members of Lloyd’s underwriting through Service Companies of Lloyd’s IFSC shall be furnished to the Authority on an annual basis. 6. Norms for establishing Service Companies of Lloyd’s IFSC: Managing Agents of Lloyd’s and companies registered under Companies Act, 2013 wishes to participate in Lloyd’s IFSC shall set up a service company with the following norms: (1) The service company may be a private or a public company registered with Registrar of Companies in India, with a minimum paid up capital of INR five lakh; (2) The main objects of Memorandum of Association and Article of Association shall be to provide all technical, underwriting, binding risks, settling claims, administrative, accounting, investment, regulatory and other assistance to the syndicate(s) whom they represent; (3) The service company shall be responsible for all statutory & regulatory filings and compliances on behalf of the syndicate it represents; (4) Any other requirement that may be specified by the Authority from time to time. 7. Registration of service company at Lloyd’s IFSC: (1) The Managing Agents of Lloyd’s who wish to set-up a service company on behalf of members of Lloyd’s under these Regulations, shall make an application for registration with administrator; (2) An application for registration under sub-regulation (1) shall be in such form and contain such particulars as the administrator may determine; (3) Upon receiving an application under sub-regulation (1), the administrator shall — (i) inform the Authority in writing about receipt of such application and furnish the particulars of the Applicant specified by the Authority and such other information as the Authority may require; and (ii) register the Applicant unless the Authority objects to the registration. (4) The service company shall indicate the syndicate(s) that it represents at Lloyd’s IFSC; 8. Undertakings to be submitted by service company to Lloyd’s IFSC: (1) The service company shall submit the Lloyd’s Service Company Coverholder Undertaking through which the Service Company agrees to comply with all relevant rules and requirements of Lloyd’s and the local legal, fiscal, taxation and regulatory authorities; Page 44 of 49 (2) The service company shall also submit the Lloyd’s Coverholder Decision Paper which provides detailed information on the proposed Service Company, including: (a) the level of underwriting and claims authority granted to the Service Company, (b) the business strategy for the Service Company, (c) details relating to principal staff operating in the Service Company, (d) financial information, (e) professional indemnity details, (f) classes of business to be underwritten by the Service Company, (g) the approach the Service Company will take to ensure compliance with registration requirements (h) other requirements as specified by Lloyd’s subject to approval of the Authority. (3) Subsequent to submitting the decision paper, the service company shall perform Lloyd’s Service Company Self- Assessment against the Lloyd’s Minimum Standards which includes information such as any internal audit carried out on the Service Company; (4) Any other requirement that may be specified by the Authority from time to time. 9. Conditions governing service companies of Lloyd’s IFSC: (1) The service companies of Lloyd’s IFSC shall be subject to compliance of the conditions laid down by Lloyd’s or Lloyd’s IFSC as the case may be; (2) The service companies shall enter into Service Company Underwriting Agreement, a contract that delegates authority to the service company from the Members of the relevant syndicates; (3) The service company of Lloyd’s IFSC under the Service Company Underwriting Agreement shall be responsible for the following - (a) Binding insurances and amendments thereto on behalf of Members of Lloyd’s; (b) Acting on behalf of Members of Lloyd’s for the purpose of receiving premiums from insured, reinsured’s and settling refunds and to receive claims money prior to onward transmission to insured, reinsured’s; (c) management and control of expenses; (d) employment of underwriting staff; (e) Any other task that may be entrusted to it by Managing Agent to carry out the business of re-insurance in an efficient manner. (4) The service company or any coverholder authorized by the Service Company shall undertake the following - Page 45 of 49 (a) issuance of documents evidencing the contracts of insurance, endorsements and other such documents evidencing cover as may be agreed in writing by the underwriters; (b) collect and process premiums and return premiums on behalf of the underwriters; (c) handle claims and/or settle claims, if authorised; (d) shall use prominently the name of the Syndicates which they represent and that they are merely writing on Syndicates capacity and not acting as insurers themselves; (e) compliance to the conditions laid down by Lloyd’s IFSC; (f) compliance of Act, regulations, guidelines, circulars issued by the Authority; (g) compliance to any other requirement that may be specified by the Authority from time to time; (5) A Service Company shall be responsible for accepting and responding to notices and legal processes to concerned members of Lloyd’s transacting insurance business in an IFSC under these Regulations. 10. Cancellation of registration of Service Company: (1) The Authority may, on any of the grounds set out in sub-regulation (2) direct the administrator to cancel the registration of any Service Company; (2) The grounds referred to in sub-regulation (1) are – (a) that the Service Company has not commenced business within 12 months after being registered under regulation 7 of second schedule; (b) that the Service Company has ceased to act as an agent in an IFSC for any member of Lloyd’s; (c) that it appears to the Authority that the Service Company has failed to satisfy an obligation to which it is subject to by virtue of these Regulations; (d) that the Service Company is carrying on its business in a manner likely to be detrimental to the interest of the policy holders or insurance market ; (e) that the Service Company has contravened any of the provisions of the Insurance Act, 1938, any of the regulations made thereunder or any direction given by the Authority under the Act or the regulations made thereunder; (f) that any of the officers of the Service Company holding a managerial or executive position has been convicted of any offence under the Insurance Act, 1938, Act or the regulations made thereunder; Page 46 of 49 (g) that the Service Company has, in its application for registration under Regulation 7 (1) of SECOND SCHEDULE, furnished false, misleading or inaccurate information, or concealed or failed to disclose material facts. THIRD SCHEDULE [Refer Regulations 4] Provisions applicable for MGA and relevant Foreign Insurer or Foreign Re-insurer 1. Norms for establishing MGA in an IFSC: An MGA registered under Companies Act, 2013, desirous to transact insurance business in an IFSC, shall set up a company with the following norms: (1) The MGA may establish a private or a public company registered with Registrar of Companies in India, with a minimum paid up capital of INR five lakh; (2) The main objects of Memorandum of Association and Article of Association shall be to provide all technical, underwriting, binding risks, settling claims, administrative, accounting, investment, regulatory and other assistance to the foreign insurer or foreign re-insurer to whom they represent; (3) The MGA shall be responsible for all statutory & regulatory filings and compliances on behalf of the foreign insurer or foreign re-insurer it represents; (4) Any other requirement that may be specified by the Authority from time to time. 2. Conditions on transacting insurance or re-insurance business: (1) An MGA may transact insurance business from an IFSC if – (a) relevant foreign insurer or foreign re-insurer carries on insurance business, through an MGA and enters into contracts of insurance, in an IFSC; (b) the foreign insurer or foreign re-insurer authorises MGA acting on behalf of it for the purposes of these Regulations to accept service of notices and legal processes in respect of or connected to the carrying on of insurance business in an IFSC, including any notice or direction of the Authority to such the foreign insurer or foreign re-insurer; and (c) such the foreign insurer or foreign re-insurer has given an undertaking to the Authority that it shall meet claims against the MGA underwriting insurance or re-insurance on its behalf in an IFSC. Page 47 of 49 (2) The MGA shall submit an undertaking through which it agrees to comply with all relevant rules and requirements of relevant foreign insurer or foreign re-insurer for acting on its behalf from an IFSC and also compliance with the local legal, fiscal, taxation and regulatory authorities; (3) The MGA shall also submit certified copy of ‘binging agreement’ which provides detailed information on the proposed MGA, including but not limited to the following: (a) the level of underwriting and claims authority granted to the MGA, (b) the business strategy for the MGA, (c) details relating to principal staff operating in the MGA, (d) financial information, (e) professional indemnity details, (f) classes of business to be underwritten by the MGA, (g) the approach the MGA will take to ensure compliance with registration requirements (h) other requirements as may specified by relevant foreign insurer or foreign re-insurer. (4) The MGA under the ‘binding agreement’ shall be responsible for the following – (a) Binding insurances and amendments thereto on behalf of foreign insurer or foreign re-insurer; (b) Acting on behalf of foreign insurer or foreign re-insurer for the purpose of receiving premiums from insured, re-insured’s and settling refunds and to receive claims money prior to onward transmission to insured, re-insured’s; (c) management and control of expenses; (d) employment of underwriting staff; (e) Any other task that may be entrusted to it by foreign insurer or foreign re- insurer to carry out the business of re-insurance in an efficient manner. (5) The MGA shall undertake the following – (a) issuance of documents evidencing the contracts of insurance, endorsements and other such documents evidencing cover as may be agreed in writing by the foreign insurer or foreign Re-insurer; (b) collect and process premiums and return premiums on behalf of the foreign insurer or foreign Re-insurer; (c) handle claims and/or settle claims, if authorised; (d) shall use prominently the name of the foreign insurer or foreign Re-insurer which it represent and that the MGA is merely writing on such foreign insurer or foreign Re-insurer’s capacity and not acting as insurers themselves; Page 48 of 49 (e) compliance of Act, rules, Regulations, guidelines, circulars issued by the Authority from time to time; (f) An MGA shall be responsible for accepting and responding to notices and legal processes to concerned foreign insurer or foreign Re-insurer transacting insurance business in an IFSC under these Regulations; (6) Any other requirement that may be specified by the Authority from time to time. FOURTH SCHEDULE [Refer Regulations 7] FORM - A INTERNATIONAL FINANCIAL SERVICES CENTRES AUTHORITY CERTIFICATE OF REGISTRATION Registration Number._________ In exercise of the powers conferred by section 12 and 13 of IFSCA Act, 2019 read with sub-section (2A) of section 3 of the Insurance Act, 1938 (4 of 1938), the Authority hereby grants a certificate of registration to (entity name and address) to transact the class(es) of business specified in the schedule below. This certificate of registration is subject to the provisions of The International Financial Service Centres Authority Act, 2019, The Insurance Act, 1938, and IFSCA (Registration of Insurance Business) Regulations, 2021. Given under the seal of the Authority at this _____________ day of __________ two thousand and ______________________________ Authorized Signatory INTERNATIONAL FINANCIAL SERVICES CENTRES AUTHORITY (Seal of the Authority) Schedule Classes of business which may be transacted:-- 1.____________________________________ 2.___________________________________ 3.__________________________________ Page 49 of 49 FORM – B JOINT CERTIFICATE OF REGISTRATION FOR MGA AND RELEVANT FOREIGN INSURER OR FOREIGN RE-INSURER INTERNATIONAL FINANCIAL SERVICES CENTRES AUTHORITY JOINT CERTIFICATE OF REGISTRATION Registration Number._________ In exercise of the powers conferred by section 12 and 13 of IFSCA Act, 2019 read with sub-section (2A) of section 3 of the Insurance Act, 1938 (4 of 1938), the Authority hereby grants joint certificate of registration to: (name and address of relevant foreign insurer or foreign re-insurer), along with (name and address of MGA) to act as its MGA, to transact the class(es) of business specified in the schedule below. This certificate of registration is subject to the provisions of The International Financial Service Centres Authority Act, 2019, The Insurance Act, 1938, and IFSCA (Registration of Insurance Business) Regulations, 2021. Given under the seal of the Authority at this _____________ day of __________ two thousand and ______________________________ Authorized Signatory INTERNATIONAL FINANCIAL SERVICES CENTRES AUTHORITY (Seal of the Authority) Schedule Classes of business which may be transacted:-- 1.____________________________________ 2.___________________________________ 3.__________________________________ INJETI SRINIVAS, Chairperson [ADVT. xxx/x/Exty./xxx/2021] *****