Full Text
EXTRAORDINARY
PART III—Section 4
PUBLISHED BY AUTHORITY
No. 205] NEW DELHI, FRIDAY , MARCH 2 2, 2024 /CHAITRA 2, 1946
CG-TL-E-23032024-253349
INSURANCE REGULATORY AND DEV ELOPMENT AUTHORITY OF INDIA
NOTIFICATION
Hyderabad , the 20th March, 2024
Insurance Regulatory and Development Authority of India (Registration and Operations of Foreign Reinsurers
Branches and Lloyd’s India) Regulations, 2024
F. No. IRDAI/Reg/9/203/2024 .—In exercise of the powers conferred by Sections 3, 3A, 6, 114A of the
Insurance Act, 1938, and Sections 14, 26 of the Insurance Regulatory and Development Authority Act, 1999, the
Authority, in consultation with the Insurance Advisory Committee, hereby make s the following regulations –
CHAPTER I
Preliminary
1. Short title, commencement and applicability:
i. These regulations shall be called the “Insurance Regulatory and Development Authority of India
(Registration and Operations of Foreign Reinsurers Branches & Llo yd’s India) Regulations, 2024”.
ii. These regulations shall come into force from the date of their publication in the Official Gazette.
iii. These regulations shall be reviewed once in every three years from the date of publication, unless a
review, repeal or amend ment is warranted earlier.
2. Objective:
To promote orderly growth of the reinsurance market in India, to strengthen and harmonize the current legal and
regulatory framework in relation to the various aspects governing entities engaged or intending to engage in
reinsurance operations in India.
3. Definitions:
In these Regulations, unless the context otherwise requires:
(1) “Act” means the Insurance Act, 1938 (4 of 1938);
(2) “Applicant” means:
(a) a foreign entity engaged in reinsurance business other than Lloyd’s;
(b) The Society of Lloyd’s on behalf of Members of Lloyd’s, hereafter referred to as
“Lloyd’s”;
(c) Lloyd’s India on behalf of service companies and syndicates
which is desirous of obtaining registration for operating branch office in India.
(3) “Authority” means th e Insurance Regulatory and Development Authority of India established under
sub-section (1) of Section 3 of the Insurance Regulatory and Development Authority Act, 1999 (41
of 1999);
(4) “Branch office of foreign reinsurer” or “Foreign Reinsurer’s Branch”, her einafter called by the
acronym FRB means branch of an applicant including Lloyd’s India which has been granted a
certificate of registration by the Authority under these Regulations to transact reinsurance business;
(5) “Board” for the purpose of these Regulat ions means the Board of Directors of FRB or the
“Executive Committee” of Management of FRB duly authorized by the Board of Directors of its
applicant;
(6) “Competent Authority” means
(a) Chairperson or
(b) such Whole -Time Member or such Committee of the Whole -Time Me mbers or such
Officer (s) of the Authority, as may be determined by the Chairperson.
(7) “Coverholder” means an entity authorized by a Managing Agent of Lloyd’s to enter into contracts
of reinsurance underwritten by Members and syndicates of Lloyd’s in accord ance with the terms of
a binding authority agreement.
(8) “Lloyd’s India” means the branch office of the applicant granted certificate of registration by the
Authority under these Regulations to transact reinsurance business.
Constituents of Lloyd’s India incl ude:
(a) Members of Lloyd’s, formed collectively as
(b) Syndicates who delegate authority to
(c) Service companies, located within Lloyd’s India
(9) “Managing Agent” means a corporate entity which has permission from Lloyd’s to manage a
syndicate and carry on underwritin g and other functions on behalf of members of Lloyd’s;
(10) “Members of Lloyd’s India” means those Members of Lloyd’s who wish to participate in Lloyd’s
India;
(11) “Net Owned Fund” shall consist of:
(a) Paid up equity capital,
(b) Free reserves,
(c) Securities premium account sum of which is reduced by:
(i) accumulated losses,
(ii) and book value of intangible assets
The Net Owned Fund should be computed on the basis of last audited Balance Sheet not more than
twelve (12) months prior to the date of application and any capital raised af ter the Balance Sheet
date should not be accounted for while computing Net Owned Fund.
(12) “Service Companies of Lloyd’s India” means Service Companies registered in India and promoted
by:
(a) Managing Agents of Lloyd’s; or
(b) Such group entities of Managing Agents o r Members of Lloyd’s as may be permitted by
Lloyd’s; or
(c) Indian Companies which meet the specified criteria
(13) “Syndicates of Lloyd’s India” means Syndicates of Lloyd’s who wish to participate in Lloyd’s India
through a service company delegated authority arra ngement;
(14) Words and expressions, used and not defined in these Regulations but defined in the Act or
Insurance Regulatory and Development Authority Act, 1999 (41 of 1999), rules or Regulations
made thereunder shall have the meanings respectively assigned to them in those Acts or rules or
Regulations.
CHAPTER II
REGISTRATION OF FOREIGN REINSURER BRANCHES, SYNDICATES AND SERVICE COMPANIES
OF LLOYDS INDIA
4. Applicants’ Eligibility:
(1) An Applicant desirous of obtaining a certificate of registration from the Authorit y under these
Regulations, shall comply with eligibility criteria, as specified below:
(a) The applicant has obtained the prior approval or an in -principle clearance from the home
country regulator at the time of filing the application with the Authority. Synd icates of
Lloyds shall obtain permission from the Society of Lloyds London;
(b) The applicant shall be registered or certified in a regulatory environment in the concerned
class of business in a jurisdiction or country with whom the Government of India has
signed Double Taxation Avoidance Agreement;
(c) The Net Owned Fund of the applicant shall not be less than the specified amount of rupees
five thousand crore at the time of application;
(d) The applicant has a minimum credit rating indicating good financial security characteristics
from any international credit rating agency for at least three years preceding the date of
application;
(e) The applicant has been in reinsurance business for at least ten years;
(f) The applicant has a solvency margin as stipulated by the home reg ulator;
(g) The applicant shall infuse a minimum assigned capital of rupees one hundred crore into
Lloyd’s India and rupees fifty crore in other cases;
(h) Any other requirement that may be specified by the Authority from time to time.
(2) An applicant shall not be el igible to make a requisition for registration application under these
Regulations if the applicant’s:
(i) requisition for registration application has been rejected by the Authority or
withdrawn by the applicant at any time during the three financial years pre ceding the
date of requisition for registration application; or
(ii) application for registration has been rejected by the Authority or withdrawn by the
applicant at any time during the three financial years preceding the date of requisition
for registration ap plication; or
(iii) certificate of registration has been cancelled by the Authority or surrendered by the
applicant in the preceding three years.
(3) Where an ‘applicant’ is part of a ‘group’ which already has an entity registered to undertake
reinsurance business i n India, it shall not be eligible to apply for Certificate of Registration under
these Regulations.
Provided that syndicates and service companies of Lloyd’s which do not already have presence in
India shall be eligible to apply for Registration under thes e Regulations.
Explanation: The term “Group” shall have the same meaning as assigned to it in Insurance
Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of
insurers) Regulations, 2024
5. Procedure for Registration of FRBs and Lloyds India:
(1) Permissible Classes of Re -Insurance Business:
The classes of business of reinsurance for which requisition for registration application may be
made are:
(a) Life and/or General and/or Health reinsurance business; or
(b) any other classes as may be specified by the Authority;
(2) Requisition for R1 Application
(a) An applicant, excluding Lloyd’s India, desirous of carrying on reinsurance business in
India through its branch office, shall make a requisition for registration application. The
Competent A uthority, upon receipt of application for issuance of Form IRDAI/Reins/R1
and after examining the matters considered relevant to its satisfaction, shall issue the Form
IRDAI/Reins/R1 to the applicant. The form shall be valid for a period of three months,
within which the applicant shall submit the duly filled Form IRDAI/Reins/R1 to the
Authority for its consideration.
Provided that the Competent Authority, by recording the reasons in writing, may extend
the validity of the IRDAI/Reins/R1 Form by up to three months.
(b) The Competent Authority, by recording the reasons in writing, may reject the application
for issuance of Form IRDAI/Reins/R1.
(3) R1 Application
(a) Every application in Form IRDAI/Reins/R1 as per specified format shall be accompanied
by such documents, affidavits, undertakings and declarations, as specified under these
regulations.
(b) The Competent Authority, after examining the matters considered relevant as specified
under Schedule I and on being satisfied that:
(i) the application in Form IRDAI/Reins/R1 is complete and correct in all respects and
is accompanied by all documents required therein;
(ii) the branch office of the applicant or Lloyd’s India, as the case may be, will carry
on all functions in respect of the reinsurance business;
(iii) the certified copy of th e Memorandum of Association and Articles of Association
or a corresponding document which details the manner of formation and conduct of
its business is submitted;
(iv) the name, position, address and the occupation of the person proposed to be in -
charge of the operations in India is included;
(v) an undertaking indicating infusion of the assigned capital as may be specified by
the Authority from time -to-time is submitted;
(vi) a certified copy of the annual report of applicant for the last five years preceding
the year of filing of requisition for registration application is submitted;
(vii) a copy of the certificate from the home country regulator that the applicant has the
necessary permissions to open a branch office in India is submitted;
(viii) a letter of comfort from the appli cant supported by the resolution from its Board of
Directors or the Executive Committee of Management, as applicable, that it shall
meet all the liabilities of the branch office at all times, is submitted;
(ix) Proof in support of payment of non -refundable fee of rupees five lakh along with
applicable taxes towards processing the Form IRDAI/Reins/R1 through any of the
recognized modes of electronic fund transfer is submitted;
(x) any other requirement that may be specified by the Authority from time -to-time
shall be fulfilled;
may accept the application for the registration (Form IRDA/Reins/R1), subject to the
conditions as may be specified in the approval letter.
The applicant shall be issued the application for registration Form IRDAI/R2 in such
format as may be sp ecified from time to time along with the said approval letter.
(c) The R1 approval shall be valid for a period of three months, within which the Applicant
shall submit duly filled form IRDAI/Reins/R2 for consideration of the Authority.
Provided that the Compe tent Authority, on being satisfied, may extend the validity of the
R1 approval by up to three months.
(d) The Competent Authority may reject the application (Form IRDA/Reins/R1) for
registration in accordance with Chapter III of these Regulations.
(4) R2 Applicati on
(a) An applicant, whose application for registration has been accepted by the Competent
Authority, shall make an application in Form IRDAI/Reins/R2 for grant of a certificate of
registration for carrying on reinsurance business in India.
(b) Every application shall be accompanied by:
(i) documentary proof of evidence of having minimum assigned capital of rupees fifty
crore;
Provided that in case of Lloyd’s India, the minimum assigned capital shall be
rupees hundred crore.
(ii) an affidavit by the person authorized by th e Board of Directors or the Executive
Committee of Management, of the applicant, as the case may be, certifying that the
requirements of the assigned capital have been satisfied;
(iii) an affidavit by the applicant certifying that the requirements of section 6(2 ) of the
Act to the effect that Net Owned Fund of the applicant is above rupees five
thousand crore, have been satisfied;
(iv) a certificate from a practicing chartered accountant or a practicing company
secretary certifying that all the requirements relating t o assigned capital and other
requirements of the Act and these regulations have been complied with by the
applicant;
(v) proof in support of payment of non -refundable fee of rupees five lakh along with
applicable taxes towards processing the Form IRDAI/Reins/R 2 through any of the
recognized modes of electronic fund transfer;
(vi) any other information required by the Authority during the processing of the
application for registration.
(c) The Authority shall take into account for considering the grant of certificate of registration,
all matters relating to carrying on the business of reinsurance by the applicant through FRB
or Lloyd’s India and the matters specified under Schedule I. The Authority on being
satisfied that —
(i) the application in Form IRDAI/Reins/ R2 is comple te in all respects and is
accompanied by all documents required therein;
(ii) the applicant shall carry on the reinsurance business as may be specified;
may accept and approve at its discretion, the application for registration (Form IRDA/Reins/R2)
subject to t he conditions as may be specified.
(d) The Authority may reject the application (Form IRDA/Reins/R2) for registration in
accordance with Chapter III of these Regulations.
6. Grant of Certificate of Registration (R3):
(1) The Authority, shall make such inquiry as it deems fit that:
(a) the applicant is eligible, and is likely to effectively meet its obligations imposed under the
Act;
(b) the financial condition and the general character of management of the applicant are sound;
(c) the volume of business likely to be available to and earning prospects of, the applicant will
be adequate;
(d) the interests of the general public will be served and it contributes to overall growth and
development of the insurance sector if the certificate is granted to the applicant in respect
of the clas s of reinsurance business specified in the application.
(2) On being satisfied with the above and matters considered relevant as specified under Schedule I, the
Authority shall, at its discretion, register the applicant as a branch office of a foreign reinsurer for
which the applicant is found suitable and grant the applicant a certificate in Form IRDAI/Reins/R3
as may be specified by the Authority from time to time.
(3) The applicant shall be compliant with “Fit and Proper” criteria on a contin uous basis.
7. Conditions for grant of registration:
While considering the grant of certificate of registration for branch offices of applicants, the Authority shall
stipulate the following conditions:
(1) The applicant shall furnish a duly certified copy of the resolution of the Board of Directors or the
Executive Committee of Management of the applicant, as the case may be, in support of the
commitment given in the letter of comfort as specified by the Authority;
(2) The branch office shall be capable of underwritin g risks, provide policy services and settling claims;
Provided that in case of Lloyd’s India, underwriting risks and settling claims on behalf of members
of Lloyd’s shall be done by service companies and syndicates of Lloyds India;
(3) Society of Lloyd’s shal l set up Lloyd’s India, that will be granted certificate of registration to
establish a market and associated structures for conduct of reinsurance business in India and outside
India in the manner set out in these Regulations;
(4) The minimum assigned capital shall be invested in accordance with the IRDAI Insurance
Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of
insurers) Regulations, 2024;
(5) The applicant shall make a commitment to organize training of their Indian underwriters in handling
various classes of business;
(6) The branch office of the applicant shall comply with the requirements of Foreign Exchange
Management Act, 1999 and any other law in force governing the operations of such office;
(7) The branch office shall comply with the Insurance Act, 1938, IRDA Act, 1999, rules, regulations,
circulars, guidelines issued thereunder and applicable framework in its operations.
8. Registration of Service Company of Lloyd’s India
(1) Norms for establishing Service Companies of Lloyd ’s India
The eligible promoters as mentioned in regulation 3(12) who wish to participate in Lloyd’s India shall set up
a service company with the following norms:
(a) The service company may be a private or a public limited company with a Paid up capital
of ru pees five lakh and is registered under the Indian Companies Act, 2013;
(b) The main objects in the Memorandum of Association shall be to provide all technical,
underwriting, binding risks, settling claims, administrative, accounting, investment,
regulatory and other assistance to the syndicate whom they represent;
Provided that the Authority may specify such other main objects that may be specified in
the MOA/AOA of the service company;
(c) The service company shall be responsible for all statutory & regulatory fil ing and
compliances on behalf of the syndicate it represents;
(d) The Chief Executive Officer (CEO) of a service company shall be subject to fit & proper
criteria and shall be appointed with prior approval of the Competent Authority;
(e) Any other requirement tha t may be specified by the Competent Authority from time to
time.
(2) Procedure for registration
(a) The eligible promoters as mentioned in regulation 3(12) who wish to set -up a service
company to underwrite reinsurance at Lloyd’s India shall make an application to the
Authority through Lloyds India in the manner and form as specified from time to time.
(b) The service company in its application for registration shall indicate the name of syndicate
that it may or may not represent in Lloyd’s India.
(c) The application for registration of a service company for Lloyd’s India shall be
accompanied with non -refundable application fee of rupees one lakh along with applicable
taxes .
(3) Undertakings to be completed by Service Company for Lloyd’s India
(a) The service company along with i ts application for registration shall also complete the
Lloyd’s Service Company 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 authorit ies.
(b) The service company along with its application for registration shall also complete the
Lloyd’s Coverholder Decision Paper which provides detailed information on the proposed
Service Company, including the following.
(i) the level of underwriting and cla ims authority granted to the Service Company,
(ii) the business strategy for the Service Company,
(iii) details relating to principal staff operating in the Service Company,
(iv) financial information,
(v) professional indemnity details.
(vi) classes of business to be underwritten by the Service Company,
(vii) the approach the Service Company will take to ensure compliance with registration
requirements,
(viii) other requirements as specified by Lloyd’s subject to approval of the Competent
Authority.
(c) Subsequent to completing the decision paper, the service company shall perform Lloyd’s
Service Company Self - Assessment against the “Principles of Doing Business” issued by
Lloyd’s which includes information such as any internal audit carried out on the Service
Company.
(d) Any other requirement that m ay be specified by the Authority from time to time.
(4) Conditions governing Service Companies of Lloyd’s India
(a) The service companies of Lloyd’s India shall be subject to compliance of the conditions
laid down by Lloyd’s India.
(b) The service companies shall ent er into Service Company Underwriting Agreement, a
contract that delegates authority to the service company from the Members of the relevant
syndicates.
(c) The service company of Lloyd’s India under the Service Company Underwriting
Agreement shall be responsib le for the following:
(i) binding insurances and amendments thereto on behalf of Members of Lloyd’s;
(ii) acting on behalf of Members of Lloyd’s for the purpose of receiving premiums
from reinsured and settling refunds and to receive claims money prior to onward
transmission to reinsured;
(iii) management and control of expenses;
(iv) employment of underwriting staff;
(v) any other task that may be entrusted to it by Lloyd’s India to carry out the business
of reinsurance in an efficient manner.
(d) The service company shall undertake the following:
(i) issuance of documents evidencing the contracts of insurance, endorsements and
other such documents evidencing cover as may be agreed in writing by the
underwriters;
(ii) collect and process premiums and return premiums on the underwriters’ behalf ;
(iii) handle claims and/or settle claims, if authorized;
(iv) 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;
(v) skill development and capacity buildi ng of local talent;
(vi) strive to make India as a reinsurance hub;
(vii) compliance with FEMA and other local laws;
(viii) compliance to the conditions laid down by Lloyd’s India;
(ix) compliance of Act, Regulations, guidelines, circulars issued by the Authority;
(x) compliance to any other requirement that may be specified by the Competent
Authority from time to time.
9. Registration of Syndicates of Lloyd’s India:
(1) Procedure for registration
Syndicates of Lloyd’s who wish to underwrite reinsurance through a Service Company in Lloyd’s
India shall apply along -with the service company to the Authority through Lloyd’s India in the
specified format.
(2) Conditions governing approval to operate as a syndicate in Lloyd’s India
(a) Every syndicate shall through the service company maintain an assigned capital of rupees
five crore at all times.
(b) The syndicates shall enter into Service Company Underwriting Agreement, a contract that
delegates authority to the service company from the Members of Lloyd’s of the relevant
syndicates.
(c) Syndicates of Lloyd’s Ind ia shall ensure that:
(i) the reinsurance business is managed on behalf of the members of Lloyd’s India
through the service company;
(ii) the members of the syndicates contract with the reinsured;
(iii) premiums are collected at syndicate level and carried to a premium t rust fund held
for that syndicate;
(iv) outward reinsurance is placed and recoveries are collected at syndicate level;
(v) expenses associated with the conduct of the business are incurred and paid at
syndicate level;
(vi) liabilities are paid at syndicate level;
(vii) surplu ses are determined at syndicate level;
(viii) cash calls are made at syndicate level; and
(ix) any other requirement that may be specified by the Competent Authority from time
to time.
10. Consideration of application for registration of a service company and syndicate of Lloyd’s India:
(1) The Competent Authority after taking into account all submissions including the recommendation of
Lloyd’s India shall issue a certificate of registration jointly to the service company of Lloyd’s India
and the syndicate (s) it represents in such form as may be specified.
(2) The certificate for registration shall be valid unless surrendered or cancelled.
11. Members of Lloyd’s India:
(1) Lloyd’s India shall inform the Authority about the Members of Lloyd’s who wish to participate in
Lloyd’s India in th e specified format.
(2) The list of Members of Lloyd’s underwriting through Service Companies of Lloyd’s India shall be
furnished to the Authority on an annual basis.
CHAPTER III
REJECTION OF APPLICATION FOR REGISTRATION
12. Rejection of application for registra tion (R1)
(1) Where the Competent Authority is of the view that the requirements as specified in these
Regulations are not fulfilled by the applicant, the Authority may, after giving the applicant an
opportunity of being heard, reject the requisition for regi stration application.
(2) The order rejecting the application under sub -regulation (1) shall be communicated by the
Competent Authority within thirty days of such rejection to the applicant stating therein the grounds
on which the requisition for registration application has been rejected.
13. Rejection of application for registration (R2)
(1) Where the Authority is of the view that an application for registration is not complete in all respects
and does not conform to the Regulations or instructions as specified, and on being satisfied that it is
not desirable to grant a certificate of registration to the applicant, the Authority may, by an order,
reject the application.
Provided that before rejecting the application the applicant shall be given an opportunity of being
heard by the Authority.
(2) The order rejecting the application under sub -regulation (1) shall be communicated within thirty
days of such rejection to the applicant in writing stating therein the ground on which the application
has been rejected.
14. Rejection of application or revocation of certificate of registration for a Service Company of Lloyd’s
India:
(1) Where an application of an Indian company for setting up a service company is rejected by Lloyd’s
India, the Indian company may appeal to the Competent Author ity.
(2) The Competent Authority may consider the appeal and taking into account all facts of the case may
pass necessary orders. In case the application of a service company of Lloyd’s India is rejected by
the Competent Authority, such an order shall be commu nicated within thirty days of such rejection
in writing stating therein the ground on which the application has been rejected.
(3) Where the certificate of registration issued by the Competent Authority is sought to be revoked by
Lloyd’s India, request for the same shall be sent to the Competent Authority along with the
recommendation of Lloyd’s India giving the reasons for revocation.
(4) The Competent Authority may consider the request and considering all facts, may pass necessary
orders.
(5) In case the certificate of registration of a service company of Lloyd’s India is revoked by the
Competent Authority, such an order shall be communicated by the Competent Authority within
thirty days of such revocation in writing stating therein the grounds on which the applicatio n has
been revoked.
CHAPTER IV
OTHER MATTERS RELATING TO REGISTRATION
15. Furnishing of further information and clarifications:
The Competent Authority or the Authority may require the applicant to furnish further information
or clarifications regarding the m atters relevant to consider the requisition for registration application
or application for registration.
16. Time Limit for commencement of operations:
(1) An applicant which has been granted the Certificate of Registration under these Regulations shall
commence reinsurance business, for which it has been authorized, within twelve months from the
date of approval by the Authority. In case the applicant fails to commence business within the
specified time, the Certificate of Registration shall become invalid.
Prov ided that in case the applicant is not in a position to commence the insurance business within
twelve months, it can before the time limit expires, seek an extension from the Authority through a
written application, explaining the reasons for not being abl e to commence business within the
period specified by the Authority.
(2) The Competent Authority on receipt of the request for extension of time limit for commencement of
business by the applicant, shall examine the same and communicate the decision in writing either
rejecting the request or granting it;
(3) No extension of time shall be granted by the Competent Authority beyond eighteen months from the
date of grant of certificate of registration.
17. Issue of duplicate certificate of registration:
The Authority may, on receipt of fee of rupees five thousand along with applicable taxes, issue a duplicate
certificate of registration to an entity that makes an application to the Authority in such form as may be
specified by the Competent Authority.
18. Surrender or cancella tion of certificate of registration
(1) The applicant of branch of foreign reinsurer or Lloyds India may apply for surrender of certificate
of registration to the Authority.
(2) A service company and/or syndicate may apply for surrender of certificate of regis tration to the
Authority through Lloyd’s India.
(3) An entity may surrender the Certificate of Registration granted to it and may request the Authority
to cancel the same in the following cases:
(a) An entity is not in the position to commence its operations, subs equent to grant of
Certificate of Registration, within the stipulated time;
(b) The business or a class of the business of the entity has been transferred to or amalgamated
with the business of any other entity after obtaining approval of the Authority;
(c) The bu siness or a class of the business of the entity has been transferred to any person
pursuant to the Order of the Authority to this effect;
(d) An entity which voluntarily decides to discontinue its operations in India.
(4) An entity shall furnish documents and inf ormation with the request as may be specified by the
Authority.
(5) Consideration of application for surrender of certificate of registration:
(a) On receipt of an application for surrender of certificate of registration from an entity, the
Authority may direct t he applicant to discontinue acceptance of new business and may
stipulate such other conditions as deemed necessary.
(b) The Authority may consider the request for surrender after taking into account all facts of
the case including servicing of the existing con tracts and may pass necessary orders.
19. Amalgamation, Merger, Acquisition, Transfer or Restructuring
(1) Where an applicant or its group entity enters in to a transaction or arrangement which results in a change
of ownership or holding structure with regard to t he branch operations in India, it shall seek the approval
of the Authority in the manner as set out in these regulations.
(2) Notice of Intention:
Entities whose applicant, group entities have decided to enter in to the proposed transaction or
arrangement shal l furnish notice of such intention within fifteen days of submission of the same to the
home country regulator of the parent entities.
(3) A request shall be submitted to the Authority by the parent or the applicant entities having branch
operations in India a long with a non -refundable application fee of rupees one lakh. The request shall
be accompanied with enclosures containing related information as indicated below:
(a) Ownership structure of the applicant, group and/or the transacting parties.
(b) Board Resolution of the applicant, parent and/or the transacting parties approving the steps
to undertake transactions which would result in change of ownership structure of the
respective transacting parties.
(c) Details regarding protection of interests of stakeholders of th e transacting parties.
(d) Compliance with the Corporate Governance stipulations issued by the Authority.
(e) Details of other regulatory approvals in respect of the proposal:
(i) applications submitted to the other Indian/foreign Regulators as and when they are
filed with other regulators
(ii) approvals granted by the other Indian/foreign regulators in this regard
(f) Actuarial report(s) on valuation of the re -insurance business operations in India of the
transacting parties encompassing the assets, liabilities and solvency p osition.
(g) Details of reinsurance strategies and protection and maintenance of reinsurance assets.
(h) Implication of the proposed transaction on the existing contracts.
(i) Such other information which the Authority may require from time to time for the grant of
final approval.
(4) The proposed transaction or arrangement shall be implemented with regard to the branch operations
in India only after final approval of the Authority.
Provided that no such proposal shall be approved if in the opinion of the Authority
(i) the ava ilable solvency margin of the merged entity will be lower than the required
minimum regulatory level; or
(ii) the transaction or arrangement is not compliant with any other applicable laws and
Regulations; or
(iii) the transaction or arrangement is not in the best i nterests of the Stakeholders; or
(iv) the transaction or arrangement is not conducive to the orderly growth of the
insurance sector .
(5) The Authority may specify any requirements or procedure for the approval of or to give effect to
Amalgamation, Merger, Acquisit ion, Transfer or Restructuring of Branches office of foreign
reinsurers, from time to time.
CHAPTER V
PAYMENT OF FEES
20. Application processing fee
Every application for registration shall be accompanied by proof of payment of the application processing fee
as specified in these Regulations .
21. Annual Fee
(1) Branch office of foreign reinsurer granted registration under these Regulations shall pay such annual
fee as may be specified, along with applicable taxes to the Authority by 31st day of January of each
financi al year.
Provided that any branch office of foreign reinsurer shall deposit the minimum annual fee as
specified in sub -regulation 2 within thirty days of grant of registration by the Authority.
(2) The annual fee shall be higher of
(a) rupees ten lakhs, or
(b) one tw entieth of one percent of the total premium in respect of facultative reinsurance
accepted in India during the financial year preceding the year in which the annual fees are
required to be paid subject to a maximum of rupees ten crore.
(3) If a Branch office o f foreign reinsurer fails to deposit the annual fee before the date specified in
these Regulations, the Authority may accept the payment of annual fee along with an additional fee
by way of penalty of:
(a) two percent of the annual fee if paid within thirty da ys from the specified date;
(b) ten percent of the annual fee if paid before the end of financial year.
(4) Where a Branch office of foreign reinsurer has failed to pay the annual fees in accordance with these
Regulations before the end of the financial year, then the certificate of registration of such entity
shall be liable to be cancelled.
22. Manner of payment of fee
Every applicant/ Branch office of Foreign Reinsurer shall pay the requisite fee into the account of Insurance
Regulatory and Development Authority of India. The fee shall be remitted through electronic mode and the
Authority shall be provided the unique reference number for such transaction.
CHAPTER VI
ACTION IN CASE OF DEFAULT
23. Suspension or cancellation of Certificate of Registration:
(1) Without prejudi ce to any penalty which may be imposed or any action taken under the provisions of
the Act, the registration of FRB including Lloyds India or the syndicate and/or service company
granted certification of registration which -
(a) conducts its business in a mann er prejudicial to the interests of the policyholders or ceding
insurers;
(b) fails to furnish any information as required by the Authority relating to its reinsurance
business;
(c) does not submit periodical returns as required under the Act or by the Authority;
(d) does not cooperate in any inquiry conducted by the Authority;
(e) indulges in manipulating the reinsurance business;
(f) indulges in unfair trade practices;
(g) fails, at any time, to comply with the provisions of Section 64VA of the Act, as to the
excess of the value of its assets over the amount of its liabilities;
(h) is in liquidation or is adjudged as an insolvent;
(i) has transferred the business or a class of business to any person or has been transferred to
or amalgamated with the business of any other insurer without t he approval of the
Authority;
(j) makes default in complying with, or acts in contravention of, any requirement of the Act or
of any rule or any Regulation or order made or any direction issued thereunder;
(k) carries on any business other than insurance business or any business specified by the
Authority;
(l) makes a default in complying with any direction issued or order made, by the Authority
under the Insurance Regulatory and Development Authority Act, 1999;
(m) is banned/debarred/suspended in its home country;
(n) makes a default in complying with, or acts in contravention of, any requirement of the
General Insurance Business (Nationalization) Act, 1972 or the Foreign Exchange
Management Act, 1999 or the Prevention of Money Laundering Act, 2002;
(o) fails to pay the annual fee ;
(p) is convicted of an offence under any law for the time being in force;
may be suspended or cancelled for the category of reinsurance business for such period as may be
specified by the Authority by an order;
Provided that the Authority for reasons to be r ecorded in writing may, in case of repeated defaults of
the type mentioned above, cancel the certificate of registration.
(2) The Authority may suspend the Certificate of Registration in accordance with the process as
specified in these Regulations. No order o f suspension of Registration shall be issued without
granting an opportunity of being heard to the concerned entity.
Provided that the Authority may direct the concerned entity to continue to service the existing
reinsurance arrangements for such period as may be specified in the order made under these
Regulations .
24. Manner of making order of suspension or cancellation of Certificate of Registration
No order of suspension or cancellation of the certificate of registration of the Branch office of a foreign
reinsurer shall be issued except after holding an enquiry in accordance with the procedure as specified in
these Regulations.
25. Manner of holding enquiry before suspension or cancellation of Certificate of Registration:
(1) For the purpose of holding an enquiry un der Regulation 24, the Authority may appoint an enquiry
officer.
(2) The enquiry officer shall issue a notice of enquiry at the principal place of business of the concerned
Branch office of foreign reinsurer(entity).
(3) The entity may, within thirty days from th e date of receipt of such notice, furnish to the enquiry
officer a reply, together with copies of documentary or other evidence relied upon by it or sought by
the Authority.
(4) The enquiry officer shall give a reasonable opportunity of being heard to the enti ty to enable it to
make submissions in support of its reply made under sub -regulation (3) above.
(5) If it is considered necessary, the enquiry officer may ask the Authority to appoint a presenting
officer to present its case.
(6) The entity may either appear thro ugh an authorized employee or through any other person duly
authorized by it before the enquiry officer.
(7) The enquiry officer shall, after taking into account all relevant facts and submissions made by the
entity , submit a report to the Authority and recomm end the regulatory action to be initiated as also
the justification for the same.
26. Show -cause notice and order:
(1) On receipt of the report from the enquiry officer, the Authority shall consider the same and if
deemed necessary by it, issue a show -cause notice as to why action as it considers appropriate
should not be initiated.
(2) The concerned entity shall, within twenty -one days of the date of receipt of the show -cause notice,
send a reply to the Authority.
(3) The Authority after considering the reply to the show -cause notice, shall as soon as possible from
the receipt of the reply, pass such orders as it deems fit. If no reply is furnished to the Authority by
the concerned entity within ninety days of the service of the notice, the Authority shall proceed to
decid e the issue ex -parte.
(4) An order passed under sub -regulation 3 hereinabove shall give reasons therefor including
justification for the penalty imposed or any other action taken by that order.
(5) The Authority shall send a copy of the order made under sub -regula tion 4 hereinabove to the
concerned entity.
27. Effect of suspension or cancellation of Certificate of Registration:
(1) On and from the date of suspension of the certificate, the concerned entity shall cease to transact
new reinsurance business. However, the enti ty shall continue to service and meet its obligations
under all existing reinsurance arrangements.
(2) On and from the date of cancellation of the certificate, the concerned entity shall cease to transact
reinsurance business. Cancellation of the certificate o f registration of an entity shall indicate that all
its reinsurance operations have ceased.
28. Restoration of Certificate of Registration: If the Authority is satisfied that the entity has further
complied with all the conditions for efficient conduct of rein surance business, it may revoke the
suspension and restore its certificate of registration.
29. Publication of order: The order of the Authority passed under Regulation 26, shall be published by the
entity in at least two daily newspapers in the area where the concerned entity has its principal place of
business.
CHAPTER VII
OPERATIONAL MATTERS
30. Operational issues: The Branch office of foreign reinsurer granted the certificate of registration by the
Authority to transact reinsurance business as a branch office s hall ensure that the following minimum
requirements are complied with at all times and shall submit to the Authority the necessary approval
of their Board or the Executive Committee of their Management (duly delegated by the board), as the
case maybe.
(1) Geog raphical Scope : The Branch office of foreign reinsurers shall transact reinsurance business with
Indian insurers, as well as reinsurance business outside India in accordance with their laid down
underwriting policy.
In case of a service company, the Syndic ate of Lloyd’s India through their service company shall
transact reinsurance business with Indian insurers, as well as reinsurance business outside India in
accordance with their laid down underwriting policy.
(2) Assigned Capital : The assigned capital of the Branch office of foreign reinsurer shall not be less
than the amount specified at the time of grant of certificate of registration.
(3) Appointment of Chief Executive Officer and other Key Management Personnel : The foreign
reinsurer shall obtain prior approva l of the Authority on the appointment, reappointment, removal
and managerial remuneration payable to Chief Executive Officer of the Branch office of foreign
reinsurer. The Authority may specify further provisions with respect to such approval. The person s o
appointed shall satisfy the ‘fit and proper’ criteria stipulated by the Authority. The details of the Key
Management Personnel (KMP) of the Branch office of foreign reinsurer along -with their bio -data
shall be submitted as part of the registration proces s and any change subsequently shall be intimated
to the Authority. For the purposes of these Regulations, Key Management Personnel shall include
Chief Executive Officer, Chief Financial Officer, Chief Underwriter, Chief compliance officer of the
Branch off ice of foreign reinsurer and any other KMP as may be appointed or designated by it.
(4) Opening of additional offices: The Branch office of foreign reinsurer may open offices in different
parts of the country giving the reasons, organization resources, report ing, supervision and control by
the main administrative office.
Provided that, in case of Lloyd’s India and its constituents, Lloyd’s India being a market shall
ensure that the market and the constituents of Lloyd’s India are housed within an office locat ion of
Lloyd’s India for the conduct of reinsurance business.
Provided further that, the Authority may specify provisions with respect to opening of additional
offices by service companies .
(5) Outsourcing: The Branch office of foreign reinsurers shall retai n the core activities such as
underwriting, investment, claims settlement and regulatory compliances. The branch may outsource
functions of back -office servicing, IT, accounts, marketing, human resources, administration and
publicity. No other function sha ll be outsourced without the prior approval of the Authority. The
Authority may specify provisions with respect to outsourcing of activities by Branch office of
foreign reinsurer.
(6) Accounting : The Branch of foreign reinsurer shall submit financial returns i ncluding statement of
accounts in the manner as may be specified in Insurance Regulatory and Development Authority of
India (Actuarial, Finance and Investment Functions of insurers) Regulations, 2024 as amended from
time to time.
In case of a service compa ny, the service company shall prepare and submit financial returns
including statement of accounts of the syndicates through Lloyd’s India in the manner as may be
specified by the Authority through Insurance Regulatory and Development Authority of India
(Actuarial, Finance and Investment Functions of insurers) Regulations, 2024 as amended from time
to time.
(7) Solvency Margin : Every Branch of foreign reinsurer shall prepare and submit statement of assets,
liabilities and solvency margin requirements in the man ner as may be specified in Insurance
Regulatory and Development Authority of India (Actuarial, Finance and Investment Functions of
insurers) Regulations, 2024.
In case of a service company, the service company of Lloyd’s India shall prepare and submit
statement of assets, liabilities and solvency margin requirements of the syndicates through Lloyd’s
India in the manner as may be specified by the Authority through Insurance Regulatory and
Development Authority of India (Actuarial, Finance and Investment Func tions of insurers)
Regulations, 2024 as amended from time to time.
(8) Repatriation of funds : – The Branch office of the foreign reinsurer may transfer part of surplus or
profits generated out of its operations to head office , subject to conditions as may be s pecified by the
Authority. Any repatriation of funds other than surplus or profits of the Branch offices of foreign
reinsurers shall be only with prior approval of the Authority. The Authority before granting an
approval shall obtain all relevant informati on and satisfy itself that the assets of the Branch office
are adequate to meet their liabilities. In addition, any repatriation of funds shall comply with the
other requirement of RBI/ FEMA, as applicable.
The Authority may issue directions with regard to the repatriation of funds by the Branch office of
foreign reinsurer.
(9) ‘Delegated authorities’: Branch office of foreign reinsurers shall introduce systems and checks to
ensure that delegated powers are exercised prudently and judiciously by the authorized officials and
has no adverse effect on its operations in India. The applicant shall also review the delegated powers
of functionaries at the Branch of foreign reinsurer as regards adequacy of such powers to meet local
operational requirements and the dele gated authority. In case of reduction in delegation of the
authority provided to the local functionaries, the Branch office of foreign reinsurer has to specify the
reason for the same. A copy of such review shall be filed with the Authority annually along with the
parameters in prior year and current year.
In case of service company, the service company shall introduce systems and checks to ensure that
delegated powers, in respect of syndicates they represent, are exercised prudently and judiciously by
the authorized officials and has no adverse fallout on the operation of the service company in India.
Lloyd’s and Lloyd’s India shall also review the delegated powers of functionaries at every service
company and syndicate level as regards adequacy of such pow ers to meet local operational
requirements and the delegated authority. A copy of such review shall be filed with the Authority
annually along with the parameters in prior year and current year.
(10) Governance and oversight: The applicant and/or the Branch off ice of foreign reinsurer shall review
all control returns including the system of periodical reviews submitted by the Branch office of
foreign reinsurer to ensure effective governance and oversight and to monitor their continued
viability. A copy of synops is of the findings of the inspection / audit / scrutiny and compliance
submitted by the branch and put up to the Audit Committee of the Board, shall also be made
available to the Authority, if required.
Explanation: For the purpose of removal of doubt, for the Branch office of foreign reinsurer other
than Service Companies, reference to Audit Committee of the Board herein shall mean reference to
the Executive Committee of Management. Further, for Service Companies, reference to Audit
Committee of the Board shall mean reference to the Board of the Service Company itself.
(11) Reporting Requirements :
(a) Every Branch office of foreign reinsurer shall immediately report to the Authority more
than five percent erosion in the Net Owned Fund of the applicant.
(b) Every Branch office of foreign reinsurer shall comply with such reporting requirements, as
may be specified by the Competent Authority.
(c) Every Branch office of foreign reinsurer shall submit to the Authority the following
reports.
(i) Financial and Actuarial reporting as e nvisaged in Insurance Regulatory and
Development Authority of India (Actuarial, Finance and Investment Functions of
insurers) Regulations, 2024.
(ii) Downgrading Reporting: The Branch office of foreign reinsurer shall immediately
report along -with relevant doc uments to the Authority any downgrade in rating of
parent by any internationally renowned credit rating agency.
(iii) Report on outsourced activities/ functions with details of the function(s) outsourced
and the entity to whom it is outsourced. The relationship with the branch, whether
parent entity/ any other group entity shall also be disclosed.
(12) Every Branch office of foreign reinsurer shall put in place appropriate policy, approved by their
Executive Committee of the Management, on mainte nance of records and destruction of old records,
both physical and electronic form, considering the nature, importance, business needs and other
applicable legal and regulatory requirements.
(13) In addition to the provisions specified under these Regulations, the Authority may specify separate
corporate governance and public disclosure requirements for Branches office of foreign reinsurers.
(14) Investments : Every branch office of foreign reinsurer shall invest and keep invested its assets in
accordance with Insuran ce Regulatory and Development Authority of India (Actuarial, Finance and
Investment Functions of insurers) Regulations, 2024 as amended from time to time.
(15) Other issues : The Branch office of foreign reinsurer shall, with respect to its applicant, immediatel y
report to the Authority any regulatory or supervisory action taken by the home country regulator
with full details and the penalty or administrative action, if any imposed and the remedial steps
taken by the foreign reinsurer to prevent its recurrence.
Provided that in case of Lloyd’s India, it shall immediately report to the Authority any regulatory or
supervisory action taken by the home country regulator against Lloyds or its Syndicate, Managing
Agent or Service Company with full details and the penalt y, any administrative action, if any
imposed and the remedial steps taken by Lloyd’s to prevent its recurrence.
CHAPTER VIII
MISCELLANEOUS
31. Powers of the Authority:
(1) The Authority shall have the right to call, inspect or investigate any document, record or
communication from Branch office of foreign reinsurer.
(2) Notwithstanding the above, where the Authority is of the opinion that the operations of the Branch
office of foreign reinsurer India are not in the interests of the Indian market, the Authority reserve s
the right to take appropriate steps including suspension or cancellation of certificate of registration
after giving an opportunity of being heard. Branch office of foreign reinsurer opened with the
approval of the Authority shall be closed only with th e prior approval of the Authority.
(3) The Authority or Competent Authority may call for further information or explanation, as may be
necessary, on all matters related to reinsurance business and may direct the Indian insurer to carry
out necessary changes in the reinsurance programme filed with the Authority.
32. Powers to issue Circulars, Guidelines and Directions from time to time
The Competent Authority may issue circulars, guidelines and directions, if necessary, from time to
time, relating to these regulatio ns including, but not limited to, transitory provisions regarding
implementation process of these regulations.
33. Power to remove difficulties and issue clarifications:
In order to remove any doubts or difficulties that may arise in the application or interpr etation of any of the
provisions of these Regulations, the Competent Authority may issue appropriate clarifications or guidelines
as deemed necessary.
34. Repeal and Savings:
(1) These Regulations shall repeal the following Regulations from the date these Regulati ons come into
force:
(a) IRDAI (Lloyd’s India) Regulations, 2016
(b) IRDAI (Registration and Operations of Branch Offices of Foreign Reinsurers other than
Lloyd’s) Regulations, 2015
(2) Unless otherwise provided by these Regulations, nothing in these Regulations sha ll deem to
invalidate the contracts entered into prior to these Regulations coming into force.
(3) Unless otherwise provided by these Regulations, anything done or any action taken or purported to
have been done or taken in respect of these Regulations shall b e deemed to have been done or taken
under the corresponding provisions of these Regulations.
DEBASISH PANDA, Chairperson
[ADVT. -III/4/Exty./ 861/2023 -24]
Schedule I: Assessment of Fit & Proper Criteria
The Competent Authority or the Authority, as the case m ay be, shall take into account such matters as may be
considered relevant while considering the application for registration of Applicant and its continuation,
including :
(1) the general track record of conduct and performance of the applicant in the fields of business or
profession they are engaged in;
(2) the record of conduct and performance of the directors and persons in management of the applicant;
(3) the capital structure of the applicant, its promoters and shareholders;
(4) ability to infuse capital to meet busine ss, solvency and regulatory requirements;
(5) the underwriting function that is transferred to the Branch office of foreign reinsurer;
(6) compliance with all applicable laws in India including Prevention of Money Laundering Act, FEMA
and taxation law; and
(7) any other relevant matters for carrying out the provisions of the Act.
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