IRDA (ISSUANCE OF CAPITAL BY GENERAL INSURANCE COMPANIES) REGULATIONS, 2013

[Mr. M. GOVINDARAJAN]

In exercise of the powers conferred under Section 14 of the Insurance Regulatory and Development Authority act, 1999 (‘Act’ for short) read with Sections 6AA and 114A of the Insurance Act, 1938, the Insurance Regulatory and Development Authority (‘Authority’ for short) in consultation with the Insurance Advisory Committee made the regulations called as ‘IRDA (Issuance of Capital By General Insurance Companies) Regulations, 2013 (‘Regulations’ for short).

According to these regulations no general insurance company shall approach the SEBI for public issue of shares and any subsequent issue under ICDR Regulations without the specific previous written approval of the authority accorded in the manner prescribed.

These regulations shall be applicable to divestment of the excess shareholding by the promoters of the applicant company as prescribed in Section 6AA of the Act and/or to otherwise raise funds under the ICDR Regulations, inter alia, through any of the following options:

• Issue of capital under ICDR Regulations;
• Divestment of equity by one or more of the promoters through a public offer for sale under the ICDR Regulations.

The application for the approval of the authority shall be filed in Form A. No issuance and allotment of capital by an insurance company shall be in any form other than as fully paid up equity shares. Any issue of capital other than detailed above, including any transfer of shares beyond the specified limits as laid down under Section 6A(4)(ii)/(iii) of the Insurance Act, 1938 shall require the specific prior approval of the authority.   Such approvals shall be governed by the stipulations laid down by the authority.

The following is the procedure for the approval of the authority:

• An applicant company proposing to raise share capital through a public issue in terms of these regulations are eligible only if they have completed 10 years from the date of commencement of business or such other period as may be prescribed by the Central Government;
• The following criteria will be considered for the approval:
  • The applicant company’s overall financial position;
  • Its regulatory record;
  • The proposal for issue/offer of capital;
  • The capital structure post issue/offer of capital; and
  • The purposes to which the share capital proposed to be raised will be applied.
  • In particular, the authority shall consider the following parameters:
    • The period for which the applicant has been in the general insurance business;
    • The history of compliance with the regulatory requirements by the applicant company;
    • The maintenance of the prescribed regulatory solvency margin as at the end of the preceding six quarters commencing from the quarter immediately prior to the date of filing the application;
    • Compliance with the disclosure requirements mandated under IRDA Circular No. IRDA/F&&I/CIR/F&A/012/01/2010, dated 28.01.2010 as amended and modified from time to time;
    • Compliance with the corporate governance guidelines; and
    • Its record of policyholder protection.
• The authority shall process and grant approval on the application as expeditiously as possible, and the applicant company shall ensure prompt response to the queries and requests for information from the authority for processing the application.
• The approval may be subject to the conditions:
  • The extent to which the promoters shall dilute their respective shareholding;
  • The maximum subscription which could be allotted to any class of foreign investors;
  • Minimum lock-in-period for the promoters from the date of allotment of shares.   The lock-in-period shall be without prejudice to the requirements which may be in place under the ICDR Regulations; and
  • The disclosures in the prospectus/offer document in addition to such disclosures as may be prescribed by SEBI.
• The approval granted by the authority shall have a validity period of one year from the date of issue of the approval letter, within which the applicant company shall file the draft red herring prospectus with SEBI under the ICDR Regulations.
• Any approval by the authority shall not in any manner deemed to or serve as a validation of the representations by the applicant company in any offer document, which fact shall be disclosed in bold letters in any other document.
• The authority reserves the right not to accord the approval if, in its opinion-
  • The applicant company is not compliant with the regulatory framework; or
  • Where it may be detrimental to the interests of policy holders; or
  • It may not be in the interest of the insurance business of the country.

An applicant company seeking to issue capital/ make on Offer for Sale under these Regulations shall make the following disclosures in the offer document. These disclosures shall be in addition to the prescriptions laid down by SEBI in the ICDR Regulations and shall not be seen in derogation of the requirements prescribed by SEBI:

a. Risk factors specific to the insurance companies

b. Overview of the insurance industry

c. Disclosure of Financial Statements

d. Glossary of terms used in the insurance sector

e. Particulars of the Issue

f. Particulars about the Issuer

g- Legal and other Information.