TataAIGGeneralInsuranceCompanyLimited · 2017-04-12 · Private Placement Offer Document Private...

Private Placement Offer Document Private and Confidential For Private Circulation Only

•WITH YOU ALWAYS

Date: March 17, 2017

Tata AIG General Insurance Company Limited

A public limited company incorporated August 24th, 2000 under the Companies Act, 1956with the Registrarof Companies, Mumbai having CIN: U85110MH2000PLC128425.

Registered Office and Corporate Office: 15th Floor, Tower A, Peninsula Business Park, G KMarg, LowerParel, Mumbai - 400013

Website: https://www.tataaiginsurance.inTel: +9122 66699697;Fax: +9122 66699775

ISSUE OF 1780 UNSECURED, SUBORDINATED, FULLY PAID-UP, RATED, LISTED, TAXABLE,REDEEMABLE,NON-CONVERTIBLE DEBENTURESHAVING FACE VALUE OF RS. 10,00,000 (RUPEESTEN LAKHS) EACH (THE "DEBENTURES"), AT PAR, AGGREGATING RS.178 CRORE, BY TATA AIGGENERAL INSURANCE COMPANY LIMITED (THE "ISSUER" OR "COMPANY") ON PRIVATEPLACEMENT BASISCONSTITUTING THE SUBORDINATEDDEBT(THE "ISSUE")OF THE COMPANY

BACKGROUND: This private placement offer. document (the "Offer Document") is related to theDebentures to be issued by the Issuer on a private placement basis and contains relevant information anddisclosures required for the purpose of issuing of the Debentures. The Issue has been authorised by theIssuer through the resolution(s) passed by the "6oard of Directors of the Issuer on January 31,2017 and theShareholders of the Issuer on January 31, 2017.

GENERAL RISKS: As the Issue is being made on a private placement basis, this Offer Document has notbeen submitted. to or cleared by Securities and Exchange Board of India ("SEBI"). The Debentures have notbeen recommended or approved by SEBI nor does SEBI guarantees the accuracy or adequacy of thisdocument. Investment in debt and debt related securities involve a degree of risk and investors should notinvest any funds in debt instruments unless they can afford to take the risk attached to such investments.Investors are advised to read the risk factors carefully before making an investment decision in this offering.For making an investment decision, the investors must rely on their own examination of the Issuer and theIssue including the risks involved. Specific attention of the investors is invited to the section" Risk Factors" onpage 18 of this Offer Document.

ISSUER'S ABSOLUTE RESPONSIBILITY: The Issuer, ha~ng ma~e all reasonable inquiries, acceptsresponsibility for, and confirms that this Offer Document contains all information with regard to the Issuerand the Issue, which is material in the context of the Issue, that the information contained in this OfferDocument is true and correct in all material respects and is not misleading in any material respect, that theopinions and intentions expressed herein are honestly held and that there are .no other facts, the omission ofwhich makes this document as a whole or any of such information or the expression of any such opinions orintentions misleading in any material respect.

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http://https://www.tataaiginsurance.in


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CREDIT RATING OF THE DEBENTURES: AA+ (Stable) by CRISIL for RS.178crore aIld AA+ (Stable) byICRA for RS.178crores. Instruments with the rating of AA+ are considered to have a high degree of safetyregarding timely servicing of financial obligations. The credit rating letter dated 22nd February 2017 issued byCRISIL and credit rating letter dated 28th Februray 2017 issued by ICRA is enclosed as Annexure II andAnnexure III to this Offer Document. The rating is not .~recommendation to buy, sell or hold securities andinvestors should take their own decision. The rating may be subject to revision or withdrawal at any time bythe assigning rating agency and each rating should be evaluated independently of any other rating. Theratings obtained are subject to revision at any point of time in the future. The rating agencies have a right tosuspend or withdraw the rating at any time on the basis ofnew information, etc.

LISTING OF THE DEBENTURES: Listing of the Debentures is proposed to be carried out on the Wholesale. , .Debt Segment of the Bombay Stock Exchange Limited (BSE). The Issuer has obtained Ifin-principle"approvals BSE on March 16, 2017 and will apply for final listing so as to obtain the final listing within aperiod of 15 (fifteen) days from the Deemed Date of Allotment. The Ifin-pririciplelfapproval letters datedMarch 16, 2017 from BSEis enclosed as Annexure IV to this Offer Document.

Issue Opening Date: March 21, 2017 .Pay- In Date: March 21, 2017

Issue ClosingDate: March 21,2017Deemed Date of Allotment: March 21, 2017

The Issuer reserves the right to change the Issue Program including the Deemed Date of Allotment at its solediscretion, without giving any reasons or prior notice. The Issue shall be open for subscription during thebanking hours on each day during the period covered by the Issue program.

APPROVAL OF INSURANCE REGULATORY AND DEYELOPMENT AUTHORITY OF INDIA("IRDAY') OF THE ISSUE: The Company has obtained the approval of IRDAI' for the Issue underRegulation 6 of the Insurance Regulatory and Development Authority of India (Other Forms of Capital)Regulations, 2015. The approval letter dated March 9, 2017 from IRDAI is enclosed as Annexure V to thisInformation. Memorandum. However, specific attention of investors is invited to the statement of RiskFactors mentioned in this Information Memorandum. The issue has not been recommended by IRDAI nordoes IRDAI guarantee the accuracy or adequacy of this Information Memorandum.

Note: This Offer Document prepared under the Companies Act, 2013 and the rul~s made thereunder(including the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended from time totime (If PAS Ruleslf) and the Companies (Share Capital and Debentures) Rules, 2014,as amended from timeto time (If Share Capital and Debenture Ruleslf)), the Securities and Exchange Board of India (Issue andListing of Debt Securities) Regulations, 2008, as amended from time to time ("SEBI Regulationslf) and theInsurance Regulatory and Development Authority of India (Other Forms of Capital) Regulations, 2015, asamended from time to time (IfIRDAI Regulationslf), for private placement of the Debentures is neither aprospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally tosubscribe for or otherwise acquire the Debentures to be issued by the Issuer. This is oruy an informationbrochure intended for private use .

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Registrar to the Issue Debenture TrusteeNSDL Database Management Limited Axis Trustee Services LimitedCIN U72400MH2004PLC147094 Ground Floor, Axis House,4th Floor, Trade World A Wing, Wadi a International Centre,Kamala Mills Compound, Senapati Bapat Marg, Bombay Dyeing Mills Compound,Lower Parel, Mumbai - 400 013 Pandurang Budhkar Marg,

Worli, Mumbai - 400025.

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Private Placement Offer Document

CONTENTS

Private and Confidential For Private Circulation Only

•WIT" YOU ALWAYS

DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER COMPANIES ACT,

2013 5

DISCLAIMERS 8

DEFINITIONS , 14

RISKF ACTORS ' 18

GENERAL INFORMATION 27

BUSINESS : 41

DISCLOSURES PERTAINING TO WILFUL DEFAULT 47

FINANCIAL INFORMATION 48

TERMS OF THE ISSUE 60

MATERIAL CONTRACTS 79

DECLARATION 81

ANNEXURES 83

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DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER COMPANIES ACT, 2013

Relevant Page ofSr. No. Disclosure Requirements this Placement

DocumentSr. No. GENERAL INFORMATION 27a. Name, address, website and other contact details of the company indicating both 27registered office and corporate officeb. Date of incorporation of the company 1

Business carried on by the company and its subsidiaries with the details of41c.

branches or units, if anyd. Brief particulars of the management of the company 37e. Names, addresses, DIN and occupations of the directors 33f. Management's perception of risk factors 18

Details of default, if any, including therein the amount involved, duration ofg.default and present status, in repayment of -

i) statutory dues45ii) debentures and interest thereon

iii) deposits and interest thereoniv) loan from any bank or financial institution and interest thereon

h.Names, designation, address and phone number, email ill of the nodal/

27compliance officer of the company, if any, for the private placement offer process2 PARTICULARS OF THE OFFERa. Date of passing of board resolutionb. Date of passing of resolution in the general meeting, authorizing the offer of 1c. Kinds of securities offered (i.e. whether share or debenture) and class of security 1

d. price at which the security is being offered including the premium, if any, along 60with justification of the pricee. Amount which the company intends to raise by way of securities 60f. Terms of raising of securities:

Duration, if applicableRate of dividendRate of interest 60Mode of paymentRepayment

g. Proposed time schedule for which the offer letter is valid 2h. Purposes and objects of the offer 603 DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS,

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Sr. No.

a.

b.

c.

d.

e.

f.

g.

4

Disclosure Requirements

Any financial or other material interest of the directors, promoters or keymanagerial personnel in the offer and the effect of such interest in so far as it is

interests of other persons

details of any litigation or legal action pending or taken by any Ministry orDepartment of the Government or a statutory authority against any promoter ofthe offeree company during the last three years immediately preceding the year ofthe circulation of the offer letter and any direction issued by such Ministry orDepartment or statutory authority upon conclusion of such litigation or legalaction shall be disclosed

remuneration of directors (during the current year and last three financial years)Related party transactions entered during the last three. financial yearsimmediately preceding the year of circulation of offer letter including with regardto loans made or, guarantees given or securities provided

Summary of reservations or qualifications cir adverse remarks of auditors in thelast five financial years immediately preceding the year of circulation of offer.letter and of their impact on the financial statements and financial position of thecompany and the corrective steps taken and proposed to be taken by the companyfor each of the said reservations or qualifications or adverse remark

Details of any inquiry, inspections or investigations initiated or conducted underthe Companies Act or any previous company law in the last three yearsimmediately preceding the year of circulation of offer letter in the case ofcompany and all of its subsidiaries. Also if there were any prosecutions filed(whether pending or not) fines imposed, compounding of offences in the last threeyears immediately preceding the year of the offer letter and if so, section-wisedetails thereof for the company and all of its subsidiaries

Details of acts of material frauds committed against the company in the last threeyears, if any, and if so, the action taken by the companyFINANCIAL POSITION OF THE COMPANY

Relevant Page ofthis PlacementDocument

37

45

36

51

50

45

45

a.

(i) (a)

the capital structure of the company in the following manner in a tabular form-the authorised, issued, subscribed and paid up capital (number of securities,description and aggregate nominal value)

(b) size of the present offer(c) paid up capital(A) after the offer(B) after conversion of convertible instruments (if applicable)(4) ••..._share premium account (before and after the offer)~t-~~ ,lD.~~~~£,., '\ ...•~ of 103

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29

29

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;Relevant Page of

Sr. No. DisClosure Requirements this PlacementDocument

the details of the existing share capital of the Issuer company in a tabular form,(ii) indicating therein with regard to each allotment, the date of allotment, the number 30

of shares allotted, the face value of the shares allotted, the price and the form of

Provided that the Issuer company shall also disclose the number and price atwhich each of the allotments were made in the last one year preceding the date of 30the offer letter separately indicating the allotments made for considerations otherthancash and the details of the consideration in each case

b. Profits of the company, before and after making provision for tax, for the three 48financial years immediately preceding the date of circulation of offer letterDividends declared by the company in respect of the said three financial years;

33c.interest coverage ratio for .last three years (Cash profit after tax plus interest .

d. A summary of the financial position of the company as in the three audited balance 48sheets immediately preceding the date of circulation of offer letter

e. Audited Cash Flow Statement for the three years immediately preceding the date 49of circulation of offer letter

f. Any change in accounting policies during the last three years and their effect on51the profits and the reserves of the company

5 A DECLARATION BYTHE DIRECTORS THAT-a. the company has complied with the provisions of the Act and the rules made

b.the compliance with. the Act and the rules does not imply that payment of

80dividend or interest or repayment of debentures, if applicable, is guaranteed by the

c. the monies received under the offer shall be used only for the purposes and objectsindicated in the Offer letter

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Private Placement Offer Document Private and Confidential

DISCLAIMERS

GENERAL DISCLAIMER

For Private Circulation Only

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THIS OFFER DOCUMENT IS NEITHER A PROSPECTUS NOR. A STATEMENT IN LIEU OF APROSPECTUS AND SHOULD NOT BE CONSTRUED TO BE A PROSPECTUS OR A STATEMENT IN LIEUOF PROSPECTUS UNDER THE COMPANIES ACT, 2013. THIS OFFER DOCUMENT HAS BEENPREPARED IN CONFORMITY WITH THE SEBI REGULATIONS, THE COMPANIES ACT, 2013, FORMPAS-4 OF THE PAS RULES, THE SHARE CAPITAL AND DEBENTURE RULES, THE IRDAIREGULATIONS. THE ISSUE OF DEBENTURES TO BE LISTED ON THE WDM IS BEING MADE STRICTLYON A PRIVATE PLACEMENT BASIS. MULTIPLE COPIES HEREOF GIVEN TO THE SAME ENTITYSHALL BE DEEMED TO BE GIVEN TO THE SAME PERSON AND SHALL BE TREATED AS SUCH. THISOFFER DOCUMENT DOES NOT CONSTITUTE AND SHALL NOT BE DEEMED TO CONSTITUTE ANOFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES TO THE PUBLIC IN GENERAL.THIS OFFER DOCUMENT IS INTENDED FOR PRIVATE CIRCULATION ONLY TO ELIGJBLEINVESTORS. THIS OFFER DOCUMENT IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 178(ONE HUNDRED AND SEVENTY EIGHT) ELIGIBLE INVESTORS (EXCLUDING QUALIFIEDINSTITUTIONAL BUYERS). APART FROM THIS OFFER DOCUMENT NO OFFER DOCUMENT ORPROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE OFFERING OF THIS ISSUE OR INRELATION TO THE ISSUER NOR IS SUCH A PROSPECTUS REQUIRED TO BE REGISTERED UNDERTHE APPLICABLE LAWS. ACCORDINGLY, THIS OFFER DOCUMENT HAS NEITHER BEENDELIVERED FOR REGISTRATION NOR ISIT INTENDED TO BE REGISTERED

UNDER THE APPLICABLE PROVISIONS OF THE SEBI REGULATIONS, IT IS NOT NECESSARY FOR ACOPY OF THIS OFFER DOCUMENT TO BE FILED OR SUBMITTED TO THE SEBI FOR ITS REVIEWAND/OR APPROVAL.

THIS OFFER DOCUMENT AND THE CONTENTS HEREOF ARE RESTRICTED ONLY FOR THEINTENDED RECIPIENT(S) WHO HAVE BEEN ADDRESSED DIRECTLY AND SPECIFICALLYTHROUGH A COMMUNICATION BY THE ISSUER AND ONLY SUCH RECIPIENTS ARE ELIGIBLETO APPLY FOR THE DEBENTURES. ALL INVESTORS ARE REQUIRED TO COMPLY WITH THERELEVANT REGULATIONS / GUIDELINES APPLICABLE TO THEM FOR INVESTING IN THISISSUE. THE CONTENTS OF THIS OFFER DOCUMENT ARE INTENDED TO BE USED ONLY BYTHOSE INVESTORS TO WHOM IT IS ISSUED. IT IS NOT INTENDED FOR DISTRIBUTION TO ANYOTHER PERSON AND SHOULD NOT BE REPRODUCED BYTHE RECIPIENT.

EACH COPY OF THIS OFFER DOCUMENT IS SERIALLY NUMBERED AND THE PERSON TO WHOM ACOPY OF THE OFFER DOCUMENT IS SENT, IS ALONE ENTITLED TO APPLY FOR THE DEBENTURES.NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THOSE TO WHOM APPLICATION.FORMS ALONG WITH. THIS OFFER DOCUMENT HAVE BEEN SENT. ANY APPLICATION BY APERSON TO WHOM THE OFFER DOCUMENT HAS NOT BEEN SENT BY THE ISSUER SHALL BE VOIDAND STAND REJECTED WITHOUT ASSIGNING ANY REASON.

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THE PERSON WHO IS IN RECEIPT OF THIS OFFER DOCUMENT SHALL MAINTAIN UTMOSTCONFIDENTIALITY REGARDING THE CONTENTS OF THIS OFFER DOCUMENT. AND SHALL NOTREPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC ORTO A THIRD PARTY REGARDING THE CONTENTS HEREOF WITHOUT THE CONSENT. OF THEISSUER. THE RECIPIENT AGREES TO KEEP CONFIDENTIAL ALL INFORMATION PROVIDED (ORMADE AVAILABLE HEREAFTER), INCLUDING, WITHOUT LIMITATION, THE EXISTENCE ANDTERMS OF THE ISSUE, ANY SPECIFIC PRICING INFORMATION RELATED TO THE ISSUE OR THEAMOUNT OR OTHER PARTIES IN CONNECTION WITH THE ISSUE. THIS OFFER DOCUMENT MAYNOT BE PHOTOCOPIED, REPRODUCED, OR DISTRIBUTED TO OTHERS AT ANY TIME WITHOUT THEPRIOR WRITTEN CONSENT OF THE ISSUER. UPON REQUEST, THE RECIPIENTS WILL PROMPTLYRETURN ALL MATERIAL RECEIVED FROM THE ISSUER AND/OR ANY OF ITS AFFILIATES(INCLUDING THIS OFFER DOCUMENT) WITHOUT RETAINING ANY COPIES HEREOF. IF ANYRECIPIENT OF THIS OFFER DOCUMENT DECIDES NOT TO PARTICIPATE IN THE ISSUE, THATRECIPIENT MUST PROMPTLY RETURN THIS OFFER DOCUMENT AND ALL REPRODUCTIONSWHETHER IN WHOLE OR IN PART AND ANY OTHER INFORMATION STATEMENT, NOTICE,OPINION, MEMORANDUM, EXPRESSION OR FORECAST MADE OR SUPPLIED AT ANY TIME INRELATION THERETO OR RECEIVED IN CONNECTION WITH THE ISSUE, TO THE ISSUER

DISCLAIMER IN RESPECT OF JURISDICTION

THIS ISSUE IS BEING MADE TO THE ELIGIBLE INVESTORS, WHO SHALL BE SPECIFICALLYAPPROACHED BY THE ISSUER. RECIPIENTS ARE REQUIRED TO OBSERVE SUCH RESTRICTIONSAND THE ISSUER AND ITS AFFILIATES ACCEPT NO LIABILITY TO ANY PERSON IN RELATION TOTHE DISTRIBUTION OF INFORMATION IN ANY JURISDICTION.

THIS OFFER DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TOSUBSCRIBE TO DEBENTURES OFFERED HEREBY TO ANY PERSON TO WHOM IT IS NOTSPECIFICALLY ADDRESSED. ANY DISPUTES ARISING OUT OF THIS ISSUE WILL BE SUBJECT TO THENON EXCLUSIVE JURISDICTION OF THE COURTS OF MUMBAI. THIS OFFER DOCUMENT DOES NOTCONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURESHEREIN, IN ANY OTHER JURISDICTION AND TO ANY PERSON TO WHOM IT IS UNLAWFUL TOMAKE AN OFFER OR INVITATION IN SUCH JURISDICTION. THE SALE OR TRANSFER OF THESEDEBENTURES OUTSIDE INDIA MAY REQUIRE REGULATORY APPROVALS IN INDIA, INCLUDINGWITHOUT LIMITATION, THE APPROVAL OF RBI.

DISCLAIMER OF THE ISSUER

THIS OFFER DOCUMENT HAS BEEN PREPARED BY THE ISSUER SOLELY TO PROVIDE GENERALINFORMATION ABOUT THE ISSUER AND SETTING OUT THE KEY TERMS UPON WHICH THEDEBENTURES ARE BEING ISSUED, TO PERSONS TO WHOM IT IS ADDRESSED. THIS OFFERDOCUMENT DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL

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INVESTOR MAY REQUIRE. FURTHER, THIS OFFER DOCUMENT HAS BEEN PREPARED FORINFORMATION PURPOSES RELATING TO THIS TRANSACTION ONLY AND UPON THE EXPRESSUNDERSTANDING THAT IT WILL BE USED ONLY FOR THE PURPOSES SET FORTH HEREIN.

THE ISSUER CONFIRMS THAT ALL INFORMATION CONSIDERED ADEQUATE AND RELEVANT TOTHE ISSUE HAS BEEN MADE AVAILABLE IN THIS OFFER DOCUMENT FOR THE USE AND PERUSALOF THE POTENTIAL INVESTORS AND NO SELECTIVE OR ADDITIONAL INFORMATION WOULD BEMADE AVAILABLE TO ANY SECTION OF INVESTORS IN ANY MANNER WHATSOEVER.

THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE OFFER DOCUMENT TO REFLECTSUBSEQUENT EVENTS AFTER THE DATE OF THE OFFER DOCUMENT AND THUS IT SHOULD NOTBE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS WITHOUT FIRST CONFIRMINGITS ACCURACY WITH THE ISSUER

NEITHER THE DELIVERY OF THIS OFFER DOCUMENT NOR ANY ISSUE OF DEBENTURES MADEHEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION ORCREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUERSINCE THE DATE HEREOF.

DISCLAIMER OF THE STOCK EXCHANGE(S)

AS REQUIRED, A COpy OF THIS OFFER DOCUMENT HAS BEEN FILED WITH THE BOMBAY STOCKEXCHANGE, PURSUANT TO THE SEBI REGULATIONS. IT IS TO BE DISTINCTLY UNDERSTOOD THATSUBMISSION OF THIS OFFER DOCUMENT TO THE BOMBAY STOCK EXCHANGE SHOULD NOT INANY WAY BE DEEMED OR CONSTRUED TO MEAN THAT THIS OFFER DOCUMENT HAS BEENREVIEWED, CLEARED OR APPROVED BY THE BOMBAY STOCK EXCHANGE; NOR DOES THAT THEBOMBAY STOCK EXCHANGE IN ANY MANNER WARRANT, CERTIFY OR ENDORSE THECORRECTNESS OR COMPLETENESS OF ANY OF THE CONTENTS OF THIS OFFER DOCUMENT, ORTHAT THE ISSUER'S DEBENTURES WILL BE LISTED OR WILL CONTINUE TO BE LISTED ON THEBOMBAY STOCK EXCHANGE. THE BOMBAY STOCK EXCHANGE DOES NOT TAKE ANYRESPONSIBILITY FOR THE SOUNDNESS OF THE FINANCIAL AND OTHER CONDITIONS OF THEISSUER, ITS PROMOTERS, ITS MANAGEMENT OR ANY SCHEME OR PROJECT OF THE ISSUER. EVERYPERSON WHO DESIRES TO APPLY FOR OR OTHERWISE ACQUIRE ANY DEBENTURES OF THISISSUER MAY DO SO PURSUANT TO INDEPENDENT INQUIRY, INVESTIGATION AND ANALYSISAND SHALL NOT HAVE ANY CLAIM AGAINST THE BOMBAY STOCK EXCHANGE WHATSOEVER BYREASON OF ANY LOSS WHICH MAY BE SUFFERED BY SUCH PERSON CONSEQUENT TO OR INCONNECTION WITH SUCH SUBSCRIPTION! ACQUISITION WHETHER BY REASON OF ANYTHINGSTATED OR OMITTED TO BE STATED HEREIN OR ANY OTHER REASON WHATSOEVER.

. DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

THIS OFFER DOCUMENT HAS NOT BEEN FILED WITH OR SUBMITTED TO SEB!. THE DEBENTURESHAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR DOES SEBI GUARANTEE THE

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ACCURACY OR ADEQUACY OF THIS DOCUMENT. IT IS TO BE DISTINCTLY UNDERSTOOD THATTHIS OFFER DOCUMENT SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED TO HAVE BEENAPPROVED OR VETTED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THEFINANCIAL SOUNDNESS OF ANY PROPOSAL FOR WHICH THE DEBENTURES ISSUED HEREOF ISPROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONSEXPRESSED IN THIS OFFER DOCUMENT. THE ISSUE OF DEBENTURES BEING MADE ON A PRIVATEPLACEMENT BASIS, FILING OF THIS DOCUMENT WITH SEBI IS NOT REQUIRED. HOWEVER SEBIRESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE ISSUER, ANYIRREGULARITIES OR LAPSES IN THIS OFFER DOCUMENT.

DISCLAIMER OF THE CREDIT.RATING AGENCY(IES)

AS AT THE DATE OF THIS OFFER DOCUMENT, THE CREDIT RATING AGENCY(IES) HAVE ASSIGNED'AA+ (STABLE)' RATING TO DEBENTURES. THE RATING ASSIGNED BY THE CREDIT RATINGAGENCY(IES) IS AN OPINION ON CREDIT QUALITY AND IS NOT A RECOMMENDATION TO BUY,SELL OR HOLD THE RATED DEBT INSTRUMENTS. INVESTORS SHOULD TAKE THEIR OWNDECISIONS. THE CREDIT RATING AGENCY(IES) HAVE BASED THEIR RATING ON INFORMATIONOBTAINED FROM SOURCES BELIEVED BY THEM TO BE ACCURATE AND RELIABLE. THE CREDITRATING AGENCY(IES) DO ~OT, HOWEVER, GUARANTEE THE ACCURACY, ADEQUACY ORCOMPLETENESS OF ANY INFORMATION AND ARE NOT RESPONSIBLE FOR ANY ERRORS OROMISSIONS OR FOR THE RESULTS OBTAINED FROM THE USE OF SUCH INFORMATION.

THE RATING MAY BE SUBJECT TO REVISION OR WITHDRAWAL AT ANY TIME BY THE CREDITRATING AGENCY(IES) AND SHOULD BE EVALUATED INDEPENDENTLY OF ANY OTHER RATING.THE RATING AGENCY(IES) HAVE THE RIGHT TO SUSPEND OR WITHDRAW THE RATING AT ANY,TIME ON BASIS OF FACTORS SUCH AS NEW INFORMATION OR UNAVAILABILITY OFINFORMATION OR ANY OTHER CIRCUMSTANCES.

DISCLAIMER OF THE DEBENTURE TRUSTEE

I. THE DEBENTURE TRUSTEE DOES NOT UNDERTAKE TO REVIEW THE FINANCIALCONDITION OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE ARRANGEMENTSCONTEMPLATED BYTHIS OFFER DOCUMENT AND DOES NOT HAVE ANY RESPONSIBILITYTO ADVISE ANY INVESTOR OR PROSPECTIVE INVESTOR IN THE DEBENTURES OF ANYINFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OFTHE DEBENTURE TRUSTEE, ITS AGENTS OR ADVISORS EXCEPT AS SPECIFICALLYPROVIDED FOR IN THE DEBENTURE TRUST DEED/ DEBENTURE TRUSTEE AGREEMENT.

II. THE DEBENTURE TRUSTEE HAS NOT SEPARATELY VERIFIED THE INFORMATIONCONTAINED IN THIS OFFER .DOCUMENT. ACCORDINGLY, NO REPRESENTATION,WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO RESPONSIBILITYIS ACCEPTED BY DEBENTURE TRUSTEE AS TO THE ACCURACY OR ANY OTHERINFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, DEBENTURE TRUSTEE

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ASSOCIATED WITH THE ISSUE SHALL HAVE NO LIABILITY IN RELATION TO THEINFORMATION CONTAINED IN THIS OFFER DOCUMENT OR ANY OTHER INFORMATIONPROVIDED BYTHE ISSUER IN CONNECTION WITH THE ISSUE.

III. THE DEBENTURE TRUSTEE IS NEITHER A PRINCIPAL DEBTOR NOR A GUARANTOR OF THEDEBENTURES.

CAUTIONARY NOTETHE INVESTORS ACKNOWLEDGE BYTHE RECEIPT OF THIS OFFER DOCUMENT THAT THEY, (I) AREKNOWLEDGEABLE AND EXPERIENCED IN FINANCIAL AND BUSINESS MATTERS, HAVE EXPERTISEIN ASSESSING CREDIT, MARKET AND ALL OTHER RELEVANT RISK AND ARE CAPABLE OFEVALUATING, AND HAVE EVALUATED, INDEPENDENTLY THE MERItS, RISKS AND SUITABILITYOF PURCHASING THE DEBENTURES, (II) UNDERSTAND THAT THE ISSUER HAS NOT PROVIDED,AND WILL NOT PROVIDE, ANY MATERIAL OR OTHER INFORMATION REGARDING THEDEBENTURES, EXCEPT AS INCLUDED IN THE OFFER DOCUMENT, (III) HAVE NOT REQUESTED THE:ISSUER TO PROVIDE IT WITH ANY SUCH MATERIAL OR OTHER INFORMATION, (IV) HAVE NOTRELIED ON ANY INVESTIGATION THAT ANY PERSON ACTING ON THEIR BEHALF MAY HAVECONDUCTED WITH RESPECT TO. THE DEBENTURES, (V).HAVE MADE THEIR OWN INVESTMENTDECISION REGARDING THE DEBENTURES, (VI) HAVE HAD ACCESS TO SUCH INFORMATION ASDEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH PURCHASE OF THE DEBENTURES,AND (VII) UNDERSTAND THAT, BY PURCHASE OR HOLDING OF THE DEBENTURES, THEY AREASSUMING AND ARE CAPABLE OF BEARING ,THE RISK OF LOSS THAT MAY OCCUR WITH RESPECTTO THE DEBENTURES, INCLUDING THE POSSIBILITY THAT THEY MAY LOSE ALL OR ASUBSTANTIAL PORTION OF THEIR INVESTMENT IN THE DEBENTURES EACH INVESTOR SHALLENSURE THAT IT IS ELIGIBLE TO SUBSCRIBE TO.THESE DEBENTURES AND THE ISSUER DOES NOTMAKE ANY WARRANTY ON THE ELIGIBILITYOF THE INVESTORS.

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NEITHER THIS OFFER DOCUMENT NOR ANY OTHER INFORMATION SUPPLIED IN CONNECTIONWITH THE ISSUE OF DEBENTURES IS INTENDED TO PROVIDE THE BASIS OF ANY CREDIT OROTHER EVALUATION AND ANY RECIPIENT OF THIS OFFER DOCUMENT SHOULD NOT CONSIDERSUCH RECEIPT AS A RECOMMENDATION TO -PURCHASE ANY DEBENTURES. EACH INVESTORCONTEMPLATING PURCHASING ANY DEBENTURES SHOULD MAKE ITS OWN INDEPENDENTINVESTIGATION OF THE FINANCIAL CONDITION AND AFFAIRS OF THE ISSUER, AND ITS OWNAPPRAISAL OF THE CREDITWORTHINESS OF tHE ISSUER. POTENTIAL INVESTORS SHOULDCONSULT THEIR OWN FINANCIAL, LEGAL, TAX AND OTHER PROFESSIONAL ADVISORS AS TOTHE RISKS AND INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN THEDEBENTURES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO ANALYZE SUCHINVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT TO SUCH INVESTOR'S PARTICULARCIRCUMSTANCES. PROSPECTIVE INVESTORS ARE REQUIRED TO MAKE THEIR. OWNINDEPENDENT EVALUATION AND JUDGMENT BEFORE MAKING THE INVESTMENT AND AREBELIEVED TO BE EXPERIENCED IN INVESTING IN DEBT MARKETS AND ARE ABLE TO BEAR THEEC RISK OF INVESTING IN SUCH INSTRUMENTS.~ r,lJ)l" ~.:;' (~;:,'" .••. il

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THIS OFFER DOCUMENT IS MADE AVAILABLE TO POTENTIAL INVESTORS ON THE STRICTUNDERSTANDING THAT IT IS CONFIDENTIAL. RECIPIENTS SHALL NOT BE ENTITLED TO USE ANYOF THE INFORMATION OTHERWISE THAN FOR THE PURPOSE OF DECIDING WHETHER OR NOTTO INVEST IN THE DEBENTURES. THE PERSON WHO IS IN RECEIPT OF THIS OFFER DOCUMENTSHALL NOT REPRODUCE OR DISTRIBUTE IN WHOLE OR PART OR MAKE ANY ANNOUNCEMENTIN PUBLIC OR TO A THIRD PARTY REGARDING THE CONTENTS HEREOF WITHOUT THE CONSENTOF THE ISSUER. THE RECIPIENT AGREES TO KEEP CONFIDENTIAL ALL INFORMATION PROVIDED(OR MADE AVAILABLE HEREAFTER), INCLUDING, WITHOUT LIMITATION, THE EXISTENCE ANDTERMS OF THE ISSUE, ANY SPECIFIC PRICING INFORMATION RELATED TO THE ISSUE OR THEAMOUNT OR TERMS OF ANY FEES PAYABLE TO OTHER PARTIES IN CONNECTION WITH THEISSUE. THIS OFFER DOCUMENT MAY NOT BE PHOTOCOPIED, REPRODUCED, OR DISTRIBUTED TOOTHERS AT ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.

NO PERSON~ INCLUDING ANY EMPLOYEE OF THE ISSUER, HAS BEEN AUTHORISED TO GIVE ANYINFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERDOCUMENT. ANY INFORMATION OR REPRESENTATION NOT CONTAINED HEREIN MUST NOT BE.RELIED UPON AS HAVING BEING AUTHORISED BY OR ON BEHALF OF THE ISSUER. NEITHER THEDELIVERY OF THIS OFFER DOCUMENT AT ANY TIME NOR ANY STATEMENT MADE INCONNECTION WITH THE OFFERING OF THE DEBENTURES SHALL UNDER THE CIRCUMSTANCESIMPLY THAT ANY INFORMA TION/ REPRESENTATION CONTAINED HEREIN IS CORRECT AT ANYTIME SUBSEQUENT TO THE DATE OF THIS OFFER DOCUMENT.

DISCLAIMER OF THE INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA

THE DEBENTURES HAVE NOT BEEN RECOMMENDED BY IRDAI NOR DOES IRD.AI GUARANTEE THEACCURACY OR ADEQUACY OF THIS INFORMATION MEMORANDUM. IT IS TO BE DISTINCTLYUNDERSTOOD THAT THIS INFORMATION MEMORANDUM SHOULD NOT IN ANY WAY BEDEEMED OR CONSTRUED TO HAVE BEEN APPROVED OR VETTED BY IRDAI. IRDAI DOES NOTTAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY PROPOSAL FORWHICH THE DEBENTURES ISSUED HEREOF IS PROPOSED TO BE MADE OR FOR THE CORRECTNESSOF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS INFORMATION MEMORANDUM.HOWEVER IRDAI RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE ISSUER,ANY IRREGULARITIES OR LAPSES IN THIS INFORMATION MEMORANDUM.

FORCE MAJEURE

THE ISSUER RESERVES THE RIGHT TO WITHDRAW THE ISSUE AT ANY TIME PRIOR TO THECLOSING DATE THEREOF IN THE EVENT OF ANY UNFORESEEN DEVELOPMENT ADVERSELYAFFECTING THE ECONOMIC AND/OR REGULATORY ENVIRONMENT OR OTHERWISE. IN SUCH ANEVENT, THE ISSUER WILL REFUND THE APPLICATION MONEY, IF ANY,'COLLECTED IN RESPECTOF THE ISSUE WITHOUT ASSIGNING ANY REASON.

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Private Placement Offer Document Private and Confjdential

DEFINITIONS


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"TATA AIG GeneralInsurance CompanyLimited" / "Tata AIG" /"Company" / "Issuer"Allotment / Allot /AllottedApplication

Application Form

Application Money

Articles

Board

BSE

Business Days

Companies Act

Companies Act, 1956

Companies Act, ~013

Debenture Holder

Tata AIG General Insurance Company Limited, a general insurance companyregistered under the provisions of the Companies Act, 1956 and registeredwith IRDAIvide registration number 108

The issue and allotment of the Debentures to successful Applicants in relationto the IssueAn application to subscribe to the Debentures offered pursuant to the Issue bysubmission of a. valid Application Form and payment of the ApplicationMoney by any of the modes as prescribed under this Offer Document ..The form in terms of which the Eligible Investors shall make an offer tosubscribe to the Debentures and which will be considered as the Applicationfor Allotment of Debentures in terms of this Offer DocumentThe aggregate value of the Debentures applied for, as indicated in theApplication Form for the Issue

The articles of association of the Issuer

The board of directors of the Issuer or duly authorised committee or personsduly authorised by the Board thereofBombay Stock ExchangeLimited

All days, excluding Sundays or a holiday of commercial banks or a publicholiday in Mumbai, except with reference to Issue Period and Record Date,where business days shall mean all days, excluding Saturdays, Sundays andpublic holiday in India. Furthermore, for the purpose of post Issue Period,being the period beginning from Issue Closing Date to listing of theDebentures, business days shall mean all days excluding Sundays or a holidayof commercial banks in Mumbai or a public holiday in India.The Companies Act, 1956or the Companies Act, 2013,as applicable

The Companies Act, 1956along with the rules made thereunder, as amendedfrom time to time (without reference to the provisions thereof that have ceasedto have effectupon the notification of the Notified Sections)The Companies Act, 2013 along with the rules made thereunder, to the extentin force pursuant to the notification of the Notified Sections and as amendedfrom time to timeThe holder of the Debentures

This row has been left blank intentionally

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Debenture Trustee /Trustee to the Issue Axis Trustee Services Limited

Stock BSE

Debenture TrusteeAgreement

Debenture Trust Deed

Debentures

D.epository

DesignatedExchangeDP

Eligible Investors

The Debenture Trustee Agreement dated March 17,2017entered into betweenthe Issuer and the Debenture Trustee for appointing the Debenture Trustee

The debenture trust deed to be entered into between the Debenture Trusteeand the Issuer within the prescribed timelines

The unsecured, subordinated, fully paid-up, rated, listed, taxable, redeemable.non-convertible debentures having face value of Rs. 10,00,000each (RupeesTen Lakhs each) •NSDL

The depository participant

The following categories of investors, when specifically approached, areeligible to apply for this private placement ofDebentures:

• Indian promoter as defined under the Insurance Regulatory andDevelopment Authority of India (Registration of Indian InsuranceCompanies) Regulations, 2000, as amended from time to time whichmeans:

• Company formed under Companies Act, which is not a subsidiary asdefined under the Act;

• Core investment company (as per the Core Investment Companies(ReserveBank)Directions, 2011);

• Banking company (Banking Regulation Act, 1949), but does notinclude a foreign bank or branch thereof functioning in India;

• Public financial institution (as per Companies Act);• Co-operative society;• a person, who is an Indian citizen or a combination of persons who are

Indian citizens;• A limited liability partnership formed under the Limited Liability

Partnership Act,' 2008. with no partner being a non-residententity/person resident outside India as defined under the ForeignExchange Management Act, 1999 and not being a foreign limited 'liability partnershi pregistered thereunder.

• Indian investor as defined under the Insurance Regulatory and.Development Authority of India (Registration of Indian InsuranceCompanies) Regulations, 2000,as amended from time to time.

• Foreign investors as defined under the Indian Insurance Companies(Foreign Investment) Rules, 2015 means i.e. all eligible non-:residententities or persons resident outside India investing in the equity share

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Private Placement Offer Document Private and C~mfidential For Private Circulation Only

•WITH YOU ALWAYS

of an Indian insurance company, as permitted to do so through foreigndirect investment and foreign portfolio investment windows underFEMA regulations.

• Other persons as may be approved by IRDAL

All investors are required to comply with the relevant regulations / guiqelinesapplicable to them for investing in this issue of Debentures .

.

FY Financial year

GWP Gross Written Premium

LT. Act The Income Tax Act, 1961, as amended from time to time

IRDAI Insurance Regulatory and Development Authority of India

IRDAI Regulations The Insurance Regulatory and Developmellt Authotity of India (Other Formsof Capital) Regulations, 2015 as amended from time to time

Issue Issue of 1780 unsecured, subordinated, fully paid~up, listed, redeemable, non-convertible debentures having face value ofRs. 10,00,000 each (Rupees TenLakhs each), at par, aggregating Rs. 178 crores, on a private placement basisconstituting the subordinated debt of the Company

Issue Opening Date March 21, 2017

Issue Closing Date March 21, 2017

Issue Period The period between the Issue Opening Date and the Issue Closing Dateinclusive of both days, during which prospective Applicants may submit theirApplication Forms. .

Joint Statutory Auditors Walker Chandiok & Co LLPA.F.Ferguson Associates (Deloitte )

Joint Venture The joint venture agreement collectively shall mean the original agreementAgreement dated December 14, 2000 been subsequently amended vide amended

agreement dated December 21, 2009 and further been subsequently amendedvide amended and restated agreement dated April 06, 2016.

Listing Agreement The uniform listing .agreement entered into between the Issuer and BombayStock Exchange in connection with the listing of its debt securities pursuant tothe SEBI LODR Regulations.

Memorandum The Memorandum of Association of the Issuer

Notified Sections Sections of the Companies Act, 2013 and the rules made thereunder that havebeen "notified by the Government

NSDL National Securities Depository Limited

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PAS Rules The Companies (Prospectus and Allotment of Securities) Rules, 2014, asamended from time to time

Promoters Tata Sons Ltd. & AIG MEA Investments & Services LLC (formerly known asChartis Memsa Holding Inc)

RBI Reserve Bank of India

Record Date 15 calendar days before the Coupon Payment Date! Redemption Date

Registrar / Registrar. to NSDL Database Management Limitedthe Issue

Registrar Agreement The agreement entered into between the Issuer and the Registrar forappointing the Registrar to the Issue

SEBI Securities and Exchange Board of India

SEBILODRRegulations The Securities and Exchange Board of India (Listing Obligations andDisclosure R~quirements) Regulations, 2015, as amended from time to time

SEBIRegulations The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations, 2008 as amended from time to time

Share Capital and The Companies (Share Capital and Debentures) Rules, 2014, as amended fromDebenture Rules time to time

Tripartite Agreements The tripartite agreement dated March 14, 2017 between the Issuer, theRegistrar to the Issue and NSDL for issue of Debentures in dematerializedform

WDM Whol~sale debt segment

Wilful defaulter A person who is categorised as a willful defaulter by any bank or financialinstitution or consortium thereof, in accordance with the guidelines on wilfuldefaulters issued by the Reserve Bank of India

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RISK FACTORS


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The Issuer's exposure to potential loss from its insurance and reinsurance operations and investmentactivities primarily emanates to Underwriting Risk, Credit Risk, Market Risk, Operational Risk, Strategic. Risk and Solvency Risk.

Balancing risk and reward is achieved through identifying risk appropriately, aligning risk tolerances withbusiness strategy, diversifying risk, pricing appropriately for risk, mitigating risk through preventivecontrols and transferring risk. .

There are a number of risks, both specific to the Issuer and of a general nature, which may eitherindividually, or in combination, materially. and adversely affect the future operating and financialperformance of the Issuer.

Underwriting Risk

a) Pricing risk

There is a possibility that the premium charged for insurance is not adequate to cover the losses generatedfrom that insurance over time asinsurance pricing is cyclical in nature, leading to pricingrisk.

Management Strategy

The pricing strategy of the Company is driven by the requirement that all lines of business should be self-sustainable. It is based on scientific pricing methods, wherever feasible.The pricing methodology involves calculation of risk-based premiums for all lines of business by usingstatistical tools such as Generalized Linear Models ("GLMs") for private car insurance, frequency-severitybased approach for Travel & Personal Accident Insurance and by using other widely accepted ratingmethodologies such as burning cost approach, experience rating & exposure rating approach for most of theCommercial Lines businesses. Frequency and severity are modelled separately as there may be different riskdrivers for these measures and then combined to calculate the risk premium. The risk premium thuscalculated is grossed up adequately for the required margins. Premium rates for each line 'of business arechecked for adequacy in terms of expenses, profit margin and other contingencies.

b) Reserving risk

There is a possibility that an insurance company's estimates of future claims payment, will be inadequate tocover the claims when they are eventually paid. This is reserving risk which is determined primarily on thebasis of reserve utilization and corresponding reserve made for each class of business. This means setting anadequate reserve for each claim that is reported and allowing for claims that have not yet been notified.Establishing an appropriate level of claim reserves is an inherently uncertain process. Variables in the reserveestimation process can be affected by both internal and external events, such as changes in claims handling

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~\1;"'''~-1 Y"/ ~t,. ""/,J> *1'\,_~ .••• •••• f

.•~. \'


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procedures, economic and social inflation, legal trends and legislative changes. Many of these items are notdirectly quantifiable, particularly on a prospective basis.

Management Strategy

The strength of an insurance Company is directly relatable to the strength of its balance sheet. "Toensure thatthe balance sheet of the Company is strong, the Company ensures that it has adequate liability / reserve in itsbooks to pay for claims as and when the same arises. Accordingly, the Company monitors its reserves atevery month-end to ensure that the same protects the balance sheet. The Company's actuary / actuarialdepartment also review the IBNRon a monthly basis to ensure that the same protects the Company's balancesheet.

c) Catastrophic risk

Issuers' insurance operations are exposed to claims arising out of catastrophes. Issuer has experienced, andwill in the future experience, catastrophe (CAT) losses which may materially reduce profitability or harmfinancial condition. Catastrophes can be caused by various events, including natural events such ashurricanes, windstorms, earthquakes, tornadoes, hailstorms, severe winter weather, floods and unnaturalevents such as terrorist attacks and riots. The incidence and severity of catastrophes are inherentlyunpredictable. The extent of losses from a catastrophe is a function of both the total amount of insuredexposure in the area affected by the event and the severity of the event.

Management Strategy

Catastrophic events have become more frequent than earlier and company has obtained adequatereinsurance protection for such exposures. Company is keeping an eye on such events and resulting lossesand conscious of maximizing protection in the most cost effective manner. Company takes adequate care inselecting reinsurers, structuring reinsurance programme and finalizing contract wording.The Company's reinsurance programme is geared towards protecting the company's net retention and at thesame time provides adequate capacity for underwriting large risk. Company is gradually increasing its netretention and will continue to do so in prudent manner going forward.

d) Credit Risk

Credit risk is the risk of loss resulting from the failure of counterparty to honor its financial obligationstowards the Issuer. Credit risk arises predominantly with respect to investments in debt instruments,insurance contract receivables, recoverable from reinsurers and receivables from counterparties.

Credit risk can be a factor with respect to reinsurance if a reinsurance company delays in payment of itsclaims contributions or is unable to make such payments and the resultant effects on insurance companyperformance (and hence value) could be significant.

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rIf


Management Strategy

Private and Confidential. For Private Circulation Only

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The Issuer has a long term investment philosophy, with investments in accordance with prudential normsprescribed by the Authority. As per the IRDA guidelines, not less than 65% of debt instruments (includingGovernment and Other approved Securities) shall have a rating of AAA or equivalent rating for long termand P1+ or equivalent for short term instruments. As on March 31, 2016more than 90%of the debt portfoliocomprises of Sovereign or AAA rated securities.

While the Indian regulations lays down that the credit rating for re-insurers with whom the Company placesbusiness should not be less than BBB (with Standard and Poor's) or equivalent ratings, the Companyinternally follows a far more stringent. norm for placement of risks with reinsurers. The reinsuranceplacements are reviewed at the highest level and only then the same are placed in India or internationally, asappropriate. The Company avails the technical support of the brokers in assessing the credit-worthiness ofthe reinsurer.

e) Market Risk

Market risk is based on a firm's sensitivity to adverse changes in values of financial instruments resultingfrom fluctuations in foreign currency exchange rates, interest rates, property prices and equity prices. Mostof the reserves and free capital that an insurer holds is invested in fixed income products such as termdeposit, government bonds, bonds issued by financial institutions, corporate bonds and equities.

There is a risk to the earnings or market value of an investment portfolio due to uncertain future interestrates. The investment return of insurance company is highly sensitive to interest rate fluctuations, andchanges in interest rates could adversely affect investment returns. The insurer is also exposed to foreigncurrency risk through transactions conducted in currencies other than the Indian Rupees with regard tocertain transactions like facultative reinsurance, reinsurance inward and other miscellaneous classes ofbusiness.

An insurer fac~s liquidity risk when, in spite of holding a higher. level of assets than liabilities, these assetsare 'illiquid', and not easily convertible to cash. This forces it to sell its assets at a discount to quickly raise therequired cash resources. The greatest threat to liquidity may occur during a catastrophe when a largenumber of claims are received at once or there may be prospects of a significantly large claim.

Management Strategy

The movement in market value due to interest rate movement or any other reason would not have any effectin the profit & loss account of the company as the IRDAI regulations require only realized gains/losses to betaken to the profit & loss account and the mark to market on equities and mutual funds are reflected in theBalance Sheet under a separate account "Fair Value Change Account". As per Regulations, all investments indebt securities are considered as held to maturity.

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The Issuer has arrangements with its banker and can purchase foreign exchange hedging instrument -Forward contracts in the event of adverse movements in currency.

The Company is in a position to liquidate a substantial part of its portfolio within 15 days and hence noliquidity risk is foreseen. The Company ensures that its investments carry tenure which is matched with itsliability cash-flows which generally are short-tailed in nature. The Company monitors the same at all timesand formal reports are given to committee.

f) Operational Risk

Operational risks are the execution risks of the company. Operational risks include, for example, informationtechnology and security, human resources, outsourcing, tax, legal, fraud and compliance.

The failure in the system used to process the day to day activity of an insurer along with cyber security iseveryone's problem. Today cyber-crime has emerged as a top concern and a systemic threat to the financialservices industry. Process risk is probability of loss inherent in the business process like underwriting &claims, financials and taxation, corporate agent's management, payroll process and IT systems.

Fraud risk also plays a significant role in negatively affecting the insurance sector which affects both theparties - insurers as well as policyholders.

The current and prospective risk to earnings or capital arising from violations of, or nonconformance with,laws, rules, regulations, prescribed practices, internal policies, and procedures, or ethical standards exposest~e Issuer to Compliance risk.

Insurers are also subject to litigation and other legal proceedings as part of the claims process, the outcomesof which are uncertain. In the event of an unfavorable outcome in one or more legal matters, the ultimateliability may be in excess of amounts that have been currently reserved for and such additional amounts maybe material to the insurer's results of operations and financial condition.

Management Strategy

The Company monitors its exposure towards the performance risks & policyholder protection. TheCompany has well defined transactional / service turnaround time and monitors the adherence to the sameon monthly basis. The Company has Board appointed Policyholder Protection Committee which providesoversight on various exposures related to policyholder protection i.e. Transaction Turnaround Time, Servicequality, Customer complaint resolution etc.Fraud is a critical risk for an enterprise which needs to be managed/controlled/mitigated in an organizedway. The Company has robust Fraud Management Framework & Policy which clearly articulates the processto be followed for identification, reporting of incidence and necessary action taken (if any). The roles,responsibilities and ownership are well defined in the framework for Fraud Management Committee.

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The Company has efficient process in place to ensure timely filing of various regulatory requirements such asreports, data or other submissions with the Regulator. There is regulatory change management processwherein any change in existing regulatory requirement or new regulatory requirement is communiCated tostakeholders of the Company. The Company has monitoring mechanism which ensures that relevantrequirements as specified by the Regulator are implemented within prescribed timelines and thebusiness/transaction is fully complied with the regulations. '

g) Strategic Risk

Changes in financial services and taxation laws, economic environment, regulations and government policiescould have an adverse effect on the business environment. The insurer may have to set up systems to ensurethat they are in sync with 'business strategy, customer expectations, competition, reputation and compliancewith all stated regulatory and legal requirements.

The potential that negative publicity, whether true or not, will result in loss of customers, severing ofcorporate affiliations, decrease in revenues and increase in costs of an insurer exposing the company toreputation risk.

Insurance',business inIndia is highly regulated with broad administrative powers to regulate many aspectswhich include premium rates, marketing practices, advertising, policy forms and capital adequacy. Aregulator amending its current policy that leads to immediate provisioning of reserves and funds along withchange in certain business practice leads to significant regulatory risk.

Management Strategy

While monitoring of key day today business risks, the Issuer maintains oversight <;>nkey strategic risks likemarket share, growth in premiums, return on equity etc.

The Issuer has set up systems to ensure that they are in compliance with all stated regulatory and legalrequirements and has ensured that it has access to competent lawyers. Regulatory risks are also beingregularly monitored on the basis of complaints filed against the Issuer in IRDAI and with the Ombudsman.The Issuer also has a methodology to monitor reputation risk on an ongoing basis.

Competition could affect the Issuer's market share, business, operation results or financial condition.However, the Issuer continues to monitor major market movements with regard to its competitors includingnew licenses to entrants and have successfully maintained its leadership position.

h) Solvency Risk

Issuer's ability to comply with minimum solvency requirement stipulated by IRDAIis affected by number offactors like adequate reserving, return on investments, profit margins on products, shareholder dividendsand future growth in business.

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Management Strategy


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The Company is aware that it should be capitalized adequately to repay its policy holders as and whenclaims arise. The Company is also aware of the regulatory requirement of maintaining the stipulatedsolvency level at all times. During the process of preparing the annual operating plan the Company projectsthe monthly solvency position so that the stakeholders are aware of the same before the financial yearcommences.To understand the actual position, the Company prepares detailed monthly financial statements inaccordance with the regulatory guidelines. Monthly solvency statements are prepared in accordance withregulations prescribed. The solvency position is shared with the Risk Management Committee and alsoBoard of Directors as and when the meeting of the Directors happens. The changes in solvency requirementsas and when prescribed by the regulators are understood and their impact shared with the Board ofDirectors for consideration in case they have impact on the solvency of the Company.

iRisks Related to the Debentures

The Issuer's ability to access capital depends on the Issuer's credit ratings. Any downgrade of the Issuer'scredit ratings would increase borrowing costs and constrain the Issuer's access to capital and lendingmarkets and, as a result, would negatively affect the Issuer's business.

The cost and availability of capital is, amongst other factors, also dependent on the Issuer's short term andlong term credit ratings. Ratings reflect a rating agency's opinion of the Issuer's financial strength, operatingperformance, strategic position and ability to meet the Issuer's obligations. The rating agencies reserve theright to suspend, withdraw or revise ratings at any time based on new information or other circumstances.Any downgrade of the Issuer's credit ratings would increase borrowing costs and constrain the Issuer'saccess to capital and lending markets and, as a result, would adversely affect the Issuer's business. Inaddition, downgrades of the Issuer's credit ratings could increase the possibility of additional terms andconditions being added to any new or replacement financing arrangements in the future. Any such adversedevelopment could adversely affect the Issuer's business, financial condition, cash flows and results ofoperations, which could in tum adversely affect the ability of the Issuer to fulfil its obligations under theDebentures.

The Debentures bear certain regulatory risks

Future government policies and changes in laws and regulations in India and comments, statements orpolicy changes by any regulator, including but not limited to IRDAI or SEBIor Reserve Bank of India, mayadversely affect the rights of the Debenture Holders. The timing and content of any new law or regulation isnot within Issuer's control and any such new law, regulation, comment, statement or policy change couldhave an adverse effect on the market for and the price of the Debentures. Further, the exercise by theDebentures Trustee of the powers and remedies conferred on it respectively under the Debentures, and therelated transaction documents, otherwise vested in them by law, will be subject to general equitableprinciples, the general supervisory powers and discretion of the Indian courts in the context thereof and theobtaining of any necessary governmental or regulatory consents, approvals, authorizations or orders. In the

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event any dispute arises between the Issuer and a Debenture Holder, the holder may need to take judicialproceedings before courts in India. It is not unusual for court proceedings in India to continue for extendedperiods. Disposition of cases may also be subject to various delays including as a result of multiple levels ofappellate adjudication.

The Debentures only provid.e for the Issuer to be liable for increased costs as a result of a change inIndian, and not any other, law or regulation meaning that a holder of the Debentures must bear thesecosts

The Debentures provide that the Issuer will only be liable for increased costs as a result of a change in Indianlaw or regulation. In the event that increased costs are imposed as a result of a change in law or regulation ina jurisdiction other than India, then such costs must be borne by the Debenture Holder.

The Debentures are to be sold or redeemedjf they are not listed within 15 days of the investment

Under Regulation 21(a) of the Securities and Exchange Board of India (Foreign Portfolio Investors)Regulations, 2014, SEBI has allowed foreign portfolio investors to invest in'to be listed' debt securities.Further, under Paragraph lC of Schedule 5 of the Foreign Exchange Management (Transfer or Issue ofForeign Security by a Person Resident Outside India) Regulations, 2000, as amended from. time to time,foreign portfolio investors can invest in primary issues of non-convertible debentures only if a listing of suchnon-convertible debentures or bonds occurs within 15 days of such investment. Consequently, if. theDebentures are not listed within 15 days of the issue thereof they will be redeemed.

Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory powers ofcourts

The exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debentures andthe documents relating to Debenture or otherwise vested in it by law, will be subject to general equitableprinciples regarding the general supervisory powers and discretion of the Indian courts in the context thereofand the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.

The right of the Debenture Holders to receive payments under the Debentures will be junior to certain taxand other liabilities preferred by law on an insolvency of the Issuer.

The Debentures will be subordinated to certain liabilities preferred by law such as claims of the Governmentof India on account of taxes and certain liabilities incurred in the ordinary course of the Issuer's business.Upon an order for winding-up in India, the assets of a company are vested in a liquidator who has widepowers to liquidate such company to pay its debt and administrative expenses.

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Delays in court proceedings in India may prevent timely enforcement against the Issuer

If any dispute arises between Issuer and any other party (whether under the documents relating toDebenture or any agreements which are material for the Issuer's business), the Issuer or such other partyincluding any investor in the Debentures may need to take recourse to judicial proceedings before courts inIndia. It is not unusual for court proceedings in India to continue for extended periods. Disposition of casesmay be further subject to various delays including multiple levels of appellate adjudication.

Taxation

Potential purchasers and sellers of the Debentures should be aware that they may be required to pay taxes inaccordance wi.th the laws and practices of India. Payment and/or delivery of any amount due in respect ofthe Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses.

Potential investors who are iJ;lany doubt as to their tax position should consult their own independent taxadvisers. In addition, potential investors should be aware that tax regulations and their application by therelevant taxati.on authorities change from time to time. Accordingly, it is not possible to predict the precisetax treatment which will apply at any given time.

Interest Rate Risk

All securities where a fixed rate of interest is offered are subject to price risk. The price of such securities willvary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income'securities fall and when interest rates drop, the prices increase. The extent of fluctuation in the prices is afunction of the existing coupon, days to maturity and the increase or decrease in the level of prevailinginterest rates. Any increase in rates of interest is likely to have a negative effect on the price of theDebentures.

The Debentures may be illiquid

It is not possible to predict if and to what extent a secondary market may develop in the Debentures or atwhat price the Debentures will trade in the secondary market or whether such market will be liquid orilliquid. As specified in this Offer Document, an application has been made to list the Debentures on BSEandan in-principle approval has been obtained. If the Debentures are so listed or quoted or admitted to tradingon BSE, no assurance is given by BSE that any such listing or quotation or admission to trading will bemaintained. The fact that the Debentures may be so listed or quoted or admitted to trading does notnecessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading.

The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market orby tender or private agreement. Any Debentures so purchased may be resold or surrendered for cancellation.The more limited the secondary market is, the more difficult it may be for holders of the Debentures torealise value for the Debentures prior to redemption of the Debentures.

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Downgrading in credit rating


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The Debentures have been rated AA+ with Stable outlook by CRISIL and AA+ with Stable outlook by ICRAforan amount of RS.178 crores by each of the credit rating agency.

Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the credit rating maylower the value of the Debentures and may also affect the Issuer' s ability to raise further debt.

The Debentures may not be a Suitable Investment for all Investors

Potential investors should ensure that they understand the nature of the Debentures and the extent of their#

'exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such aslegal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation ofthe merits and risks of investment in the Debentures and that they consider the suitability of the Debenturesas an investment in the light of their own circumstances and financial condition. These risks may include,among others, equity market risks, bond market risks, interest rate risks, market volatility and economic,,political and regulatory risks and any combination of these and other risks .

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I. Issuer related Information

Private and Confidential

GENERAL INFORMATION


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Name of the Issuer

Registered and Corporate office

CFO of the Issuer

Compliance Office of the Issuer

Trustee of the Issue

Registrar of the Issue

Credit rating Agency of the Issue

Tata AIG General Insurance Company Limited

15th Floor, Tower A, Peninsula Business Park, G K Marg,Lower Parel, Mumbai - 400013Tel: +9122 6669 9697 Fax: +912266699775 Webiste: http://www.tataaiginsurance.in

Mrs. Poornima Subramanian15th Floor, Tower A, Peninsula Business Park, G K Marg,Lower Parel, Mumbai - 400013Tel: +9122 6669 9685 Fax: +9122 6669 9775 Email: Poornima.Subramanian@tataaig~com

Mr. Ramji Mishra .15th Floor, Tower A, Peninsula Business Park, G K Marg,Lower Parel, Mumbai - 400013 Tel: +91 22 6669 9706 Fax: +9122 66699775 Email: [email protected]

Mr. Ankit SinghviAxis Trustee Services LimitedGround Floor, Axis House, Wadia International Centre,Bombay Dyeing Mills Compound, Pandurang BudhkarMarg, Wodi, Mumbai - 400025. Tel: 91 226226 0084 Email:[email protected]

NSDL Database Management Limited4th Floor, Trade World A Wing, Kamala Mills Compound,Senapati Bapat Marg, Lower Parel, Mumbai - 400 013. Tel:+91 2249142591 Fax: +9122 49142503www.ndml-nsdl.co.in

CRISIL LimitedCRISILHouse, Central AvenueHiranandani Business Park, Powai Mumbai - 400 076 Tel: +912233423000, Webiste: http://www.crisil.com

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http://www.tataaiginsurance.in

mailto:[email protected]


http://www.ndml-nsdl.co.in

http://www.crisil.com

Private Placement Offer Document Private and Confidential ,For Private Circulation Only

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Auditors of the Issuer

ICRA LimitedElectric Mansion, 3rd Floor Appasaheb Marathe Marg,Prabhadevi, Mumbai - 400025 Tel: +9122 6114 3000Website: http://www.icra.in

Walker Chandiok & Co LLPChartered. Accountant, 16th Floor, Tower II, IndiabullsFinance Centre, S B Marg, Elspinstone (West), Mumbai400013 Maharashtra Tel: 9122 6626 2600

A.F.Ferguson Associates ( Deloitte )Charatered Accountants, 12, Dr Annie Besant Road, Opp .. Shiv Sagar Estate, Worli, Mumbai: 400018 Tel: 91 22 61854000

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http://www.icra.in


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II. Brief History and Capital Structure

A. Brief History of the Issuer

The Issuer is a public limited company incorporated on August 24th, 2000 under the CompaniesAct, 1956 with the Registrar of Companies, Mumbai having CIN: U85110MH2000PLC128425. Tata .AIG General Insurance Company Ltd. ("Tata AIG" or "The Company") is one of the largest privatesector general insurance companies in India. It was formed as a joint venture between the Tata SonsLtd. and American International Group, Inc. ("AlGI!) in January 2001. During Financial Year 2015-16, the Company has underwritten Gross Written Premium of INR 3,094.74 crores and made profit(before tax) of INR 28.42 crores.

Tata AIC's portfolio is well-distributed among Retail and Commercial Lines and it has a nationalpresence with 152 branches (refer Annexure X for details) and 2,610 employees. The Company hasa good balance of distribution channels comprising retail & corporate agents, brokers, affinitypartners and direct sales team which has helped it to grow at a steady pace over the years.

The Company's key strengths include focus on growth but with strict underwriting control,excellent customer service and support from the shareholders, i.e. Tata Group (strong brandrecognition) and AIG (underwriting and reinsurance expertise).

The Issuer does not have any subsidiary, joint venture or associates.

B. Capital Structure

Following table sets forth details of the share capital of the Issuer as on 31st December 2016

articulars mount(Rs.'OOO)

7500000

6325,000

6325000825,000

7150000

The Issue comprises of 1,780 unsecured, subordinated, fully paid-up, listed, redeemable, non-convertible debentures having face value of Rs. 10,00,000 each, at par, aggregating Rs. 178 crore, bythe Company on a private placement basis constituting the subordinated debt of the Company.

Since the Issue is of Debentures (which are non-convertible in nature), there would be no change inthe authorised, issued, paid-up and subscribed capital and share premium account of the Issuer postthe Issue.

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As on date of this Offer Document, there are no convertible securities of the Issuer which are issuedand outstanding.

I..

C. Equity Share Capital History of the Issuer

Following table sets forth details of the Equity Share capital history of the Issuer upto 31st December2016

Issue IFace Buy

No. ofValue Back

Date ofEquity

per Price Nature of Nature ofCumulative Share Capital

Allotment Equity per Consideration AllotmentShares

Share Equity(in Rs.) Share Remarks

(in Rs.)

EquityEquity

No. of ShareEquity

SharePremium

Capital (inShares

Rs.)(gross) (inRs.)

Companyincorporated Subscriber Subscriberin August 700 10 Cash

toMoA700 7,000

toMoA2000 by TataSons

January-01 124999300 10.00 10.00 Cash Preferential 125,000,000 1,250,000,000PreferentialAllotment

July-05 40000000 10.00 10.00 Cash Preferential 165,000,000 1,650,000,000 0PreferentialAllotment

March-06 30000000 10.00 10.00 Cash Preferential 195,000,000 1,950,000,000 0PreferentialAllotment


October-D8 75000000 10.00 10.00 Cash Preferential 300,000,000 3,000,000,000 0PreferentialAllotment


September- 20000000 10.00 10.00 Cash Preferential 385,000,000 3,850,000,000 0Preferential

11 Allotment

December-11 20000000 10.00 10.00 Cash Preferential 405,000,000 4,050,000,000 0PreferentialAllotment


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Issue /Face Buy

No. ofValue Back

Date ofEquity

per Price Nature of Nature of,Cumulative Share CapitalAllotment Equity per Consideration AllotmentShares

Share Equity(in Rs.) Share

Remarks(in Rs.)

EquityEquity

No. of ShareEquity

SharePremium

Capital (inShares

Rs.)(gross) (inRs.)


June-12 55000000 10.00 10.00 Cash Preferential 505,000,00d 5,050,000,000 0PreferentialAllotment

December-IS 40000000 10.00 17.50 Cash Preferential 545,000,000 5,450,000,000 300,000,000 PreferentialAllotment

March-16 87500000 10.00 16.00 Cash Preferential 632,500,000 6,325,000,000 825,000,000PreferentialAllotment

There have been no allotments made for consIderation other than cash in the last one year precedingthe date of this Offer Document.

D. Changes in Capital Structure of the Issuer

Following table sets forth details of changes in capital structure of the Issuer for last five years andup to 31st December 2016:

Particulars of change Amount (in Rs.). Date of change (AGMI EGM)

ncrease in the Authorised Share From Rs.450,00,00,OOOto30th May 2012Capital of the Issuer Rs.750,OO,OO,OOO

E. Details of any Acquisition or Amalgamation in the Last One Year:

None

F. Details of any Reorganization or Reconstruction in the Last One Year:

Type of Event Date of Announcement Date of Completion Details

None Not applicable Not applicable Not applicable

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G. Shareholding Pattern of the Issuer


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Following table sets forth details of shareholding pattern of the Issuer as on 31st De~ember2016:

Total No. ofNo. of Shares in Total Shareholding as a

Sr. No. Category'Shares

dematerialized %age of Total No: ofform Shares

1 Tata Sons Limited 468,050,000 468,050,000 74%

2AIC MEA Investments

164,450,000 164,450,000 26%& Services LLC.

Total 632,500,000 632,500,000 100%

Note: The Promoters have not pledged or encumbered by their shareholding in the lssuer.

H. Top 10 Equity Share Holders of the Issuer

Following table sets forth details of top 10 holders of Equity Shares of the Issuer as on June 30, 2016:

Name ofTotal No. of No. of Equity Total Shareholding

Sr. No.Shareholder

Equity Shares Shares held in as a %age of Totalheld dematform No. oJ Equity Shares

1 Tata Sons Limited 468,050,000 468,050,000 74%

AIC MEA2 Investments & 164,450,000 164,450,000 26%

Services LLC •

I. Holding of the Promoter in the Issuer

Following table sets forth details of holding of the promoters of the IssJer as on 31st'December 2016:

arneShareholder

of otal No. of No. of Equity otal 0

quity Shares held Shares held inshareholding as aEquitydemat form' %ageof Total No. Shares

of Equity Shares ledged

of % of Equity Sharespledged withrespect to sharesowned

ata SonsIC MEAnvestments &ervices LLC

468,050,000164,450,000

468,050,000164,450,000

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74%26%

NILNIL

NILNIL


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III. Dividends Declared by the Issuer in Respect of the said three Financial Years; InterestCoverage Ratio for Last Three Years (Cash Profit After Tax Plus Interest Paid/InterestPaid)

Parameters .FY2016 FY2015 FY2014Dividend amounts (Rs,OOO) 0,00 378,750 505,000Dividend Distribution Tax (Rs. '000) 77,105 85,825Interest coverage ratio - - -

IV. Details of Directors of the Issuer

As per the Articles, the Issuer is required to have not less than three Directors and not more than 12Directors.

A. Current Directors of the Issuer

Following table sets forth the composition of the Board of the Issuer:

Sr.NoName Of The

Age Address Director of theDirector issuer since Directorship In Other Companies

Tata AG, SwitzerlandTata AIG General InsuranceCompany Limited

Tata AIG Life Insurance Co. Ltd.(Name Changed To Tata AIA LIfeInsurance Company Limited W.E.F.10Th May 2012. )

Tata Enterprises (Overseas) AG

Tata International AG

Tata Ltd., LondonIshaat Hussain

69Tata Sons Limited, Bombay

24th August1 Chairman House, 24, Homi Mody Tata Sky Limited (Name Wasyears 2000DIN: 00027891 Street, Mumbai - 400 001. Changed From Space TV Pvt Ltd)

Tata Sons Ltd.

Tata Steel Europe Ltd (Name WasChanged From Tulip UK Holdings(No.1) Ltd W.E.F. 21.11,2008)Tata Steel Limited (Name ChangedFrom "The Tata Iron & Steel Co,Ltd." W.E.F. 12.08.2005)

Tata Teleservices Ltd,

Tata Consultancy Services Ltd

The Bombay Dyeing &Mfg, Co. Ltd

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Sr.NoName Of The

Age AddressDirector of the

Director issuer since Directorship In Other Companies

Tata Capital Limited (NameChanged From Primal InvestmentsAnd Finance Limited W.E.F08.05.2007)

Voltas Ltd. - Chairman

Bombay Chamber Of Commerce &Industry

Tata Capital Ltd .

Tata Sky Ltd

Tata Petrodvne Ltd

Tata Investment Corporation Ltd

Tata Services LtdTata AIG General Insurance Co.Ltd.Tata Capital Financial ServicesLimited

Tata Asset Mana~ement LimitedFarokh Subedar

61Tata Sons Limited, Bombay 26th October

2 Director House, 24, Homi Mody2009 Tata Asset Management (Mauritius)

DIN:00028428years Street, Mumbai - 400 001 PvtLimited

Tata Indian Infrastructure Fund

Tata Indian Opportunities Fund

Tata Indian Sharia Equity Fund

Tata India Debt Fund

Tata India Fixed Income FundTata Realty And InfrastructureLimited

Tata Limited, LondonZoroastrian InvestmentCorporation Pvt Ltd

Tata Industries Limited.

Tata AlA Life Insurance Co. Ltd.

Tata Capital Limited

Janki BallabhVersova Vinayak Co-op Hsg Nucleus Software Export Limited

Independent 74Soc, Plot No.8, Flat No. 605,

Tata Capital Housing Finance3 Near Versova telephone 2nd April 2012

Director years Exchange, Versova, Andheri LimitedDIN:00011206 (W), Mumbai - 400 053. Tata Capital Financial Services

LimitedTata AIG General InsuranceCompany Limited

-=- Michael Jensen 46 AIG Property Casualty, The American International Group(:)GENE~~ 4 26-Nov-14

Director years gate, 11th Floor, West Wing, Morocco Limited SA

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o f)'.t.,).N'dd't\0-


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Sr. NoName Of The

Age Address Director of theDirector issuer since Directorship In Other CompaniesDIN - 07015605 Dubai International AIG Egypt Insurance Company

Financial Center, P.O. Box SAE.117719, Dubai UAE. AIG MEA Investments And

Services, Inc.

AIG MEA Limited

Chartis Takaful-Enaya B.S.C. @

AIG MEA Holdings Limited

AIG Insurance LimitedChartis Azerbaijan InsuranceCompany OJSC

AIG Malaysia Insurance BerhadMalaysiaAIG Asia Pacific Insurance Pte. Ltd.SingaporeAIG Insurance Hong Kong Limited

Matthew J Harris AIG Building, Tower 2, Hong Kong5 Director

4778 Shenton Way #11-16, 9-Jun-16 AIG Apac Holdings Pte Ltd

DIN - 07537347 yearsSingapore 079120 Singapore

AIG Travel Asia Pacific Pte. Ltd.SingaporeAIG Re-Takaful (L) BerhadMalaysia

AIG Australia Limited

IDBI Federal Life InsuranceCompany Ltd

L&T Hydrocarbon Engg Ltd, L&T Special Steel And Heavy

Forgings Ltd

Bhagyam Ramani 501, Anand CHS, Juhu- Saurashtra Cement Ltd

6Independent 65 Versova Link Road,

9-Jun-16Director years Andheri West, Mumbai Guiarat Sidhi Cement Ltd

DIN - 00107097 400058 Lloyds Metal And Energy Ltd

Capri Global Capital Ltd

Capri Global Housing Finance Ltd

Industrial Investment Trust Ltd

Coromandel International Limited

BSESumitBose

Flat no 902, Tower 21, Vidhi Centre For Legal Policy

7Independent 62

Commonwealth Games 9-Jun-16(Section 8)

Director yearsVillage, Delhi 110092 UTI Asset Management Company

DIN - 03340616 Ltd

Jal Seva Charitable Foundation,New Delhi (Section 8 Company)

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Sr.No Name Of The Age AddressDirector of the

, Director issuer since Directorshio In Other Companies

Lakshmi Machine Works Limited

Dr. Mukund 48Tata Sons Limited, Bombay 31st January Tata SlA Airlines Limited

8 House, 24,Homi Mody The Rajan Family CharitableRajan years 2017Street, Mumbai - 400 001 Foundation

TCSFoundation

•Tata AlG General Insurance

44Company Ltd, Tower A,

9 Mr. Neelesh Garg ISth Floor, Peninsula I-act-ISyears Business Park, Lower Parel,

Mumbai - 400 013 -

None of the current directors of the Issuer appear in the defaulter list of RBI 'or default list ofECGC. .

13. Change in Directors of the Issuer Since Last Three Years

Following table sets forth the changes in the Board during the last three years:

Name, Designation and DINDate of Appointment/ Director of the Company since ( in case

Resignation of resignation)

Mr. Michael Whitwell Resignation Appointment

DIN - 02462812- Director 4th April 2014 30th December 2008

Mr. Kaushal K Mishra Resignation - Appointment

DIN - 02714591-MD & CEO 30th September 2015 12th September 2012

Mr. Farrokh K Kavarana Resignation Appointment

DIN - 00027689 - Chairman 10th June 2014 2:1th August 2000

Mr. Ashok Soni Resignation Appointment

DIN - 00007126 - Director 24th April 2015 26th October 2009

Mr. Nicholas Walsh Resignation Appointment

DIN - 06490592 - Director 30th September 2014 13th February 2013

Ms. Seraina Maag Resignation Appointment

DIN - 06945478 - Director 31st March 2016 1st September 2014

Mr. Madhusudan Kannan Resignation Appointment

DIN - 02647756 - Director 28th October 2016 1st September 2014

Mr. Michael Jensen Appointment Not Applicable

DIN - 07015605 Director 26th November 2014

Mr. Neelesh Garg Appointment Not Applicable

DIN - 03435242 - MD&CEO 1st October 2015

Mr. Matthew Harris Appointment Not Applicable- . 9th June 2016GEN£~ DIN - 07537347 - Drrector

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Ms. Bhagyam Ramani Appointment Not ApplicableDIN - 00107097- Independent

9th June 2016DirectorMr. Sumit Bose Appointment Not ApplicableDIN - 03340616- Independent

9th June 2016DirectorMr. BD Banerjee Resignation AppointmentDIN - 00064354 - Independent

14th October 2016 2ndApril 2012Director

C. Senior Management

The senior management of the Issuer comprises of the following:

Sr. No Name Designation

1 Neelesh Garg CEO & Managing Director2 Kurush J. Daruwalla Chief Operating Officer & Company Secretary3 M. Ravichandran President - Insurance4 Atri Chakraborthy Senior Vice President - Operations & Facilities5 DipakNair Chief Technology Officer

6 Poornima Subramanian Chief Financial OffiCer

7 Subramanian Suryanarayanan Chief Human Resource Officer8 Parvathi Singh Chief Claims Officer

9 VinayRao Chief Investment Officer10 Vijay Pandit Vice President - Internal Audit

11 Ramji Mishra Senior Vice President - Claims Legal and Chief Risk &Compliance Officer

12 Madhukar Sinha Senior Vice President - BID

D. Any Financial or Other Material Interest of the Directors, Promoters or key ManagerialPersonnel in the Issue and the Effect of such Interest in so far as it is Different from theInterests of Other Persons

NIL

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E. Remuneration of Current Directors (During the Current Year and Last Three FinancialYears)

Remuneration Paid (Amounts in Rupees)

Name of DirectorFY2017 (Upto

FY2016 FY2015 FY2014anuary 2017).

Mr. B D Banerjee 3,40,000 15,50,000 17,90,000 3,20,000

Mr. Janki Ballabh 6,40,000 15,10,000 18,20,000 2,80,000

Mr. Farrokh K Kavarana - - 13,57,671 3,50,000

Mr. Ashok Soni' ,

22,60,bOO 2,00,000- -Mr. Ishaat Hussain 3,10,000 2,70,000 14,22,329 2,20,000

Mr. Farokh Subedar 1,00,000 2,20,000 1,90,000 ,,000

Mr. Madhusudan Karman 1,00,000 2,20,000 1,90,000 -Ms. Bhagyam Ramani 2,30,000 15,50,000 17,90,000 -Mr. Sumit Bose 2,90,000 15,10,000 18,20,000 -Dr. Mukund Rajan 20,000 13,57,671 -

Mr. Kaushal K Mishra* - 2,47,00,000 2,33,31,000 1,85,29,000Mr. Neelesh Garg**@ 2,63,90,000 1,58,33,000 - -*Remuneratiori for FY16 is till 30th September 2015.**Remuneration for FY16 is from 1st October 2015 till 31st March 2016@Provisions for performance pay have not been considered for the above disclosure

Remuneration Structure (Amounts in Rs.)iName of Director lFee for Fee for attending lFee for attending Any other allowance Salary for FY

~ttending each meetings the 0 any other perks made 2017 (Upto

~ach meeting Committees ofthe Iwork of the available by the January 2017)

Iof the Board Board Company Company (permonth)

Mr. Janki Ballabh - - - - -

Mr. Ishaat Hussain - - - - -

Mr. Farokh Subedar - - - - -Ms. Bhagyam Ramani - - - - -

Mr. Sumit Bose - - - - -Dr. Mukund Rajan - - - - -

Mr. Neelesh Garg - - - - 2,63,90,000

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V. Statutory Auditors of the Issuer


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A. Current Statutory Auditors of the Issuer (FY2017)

Following table sets forth details of the joint statutory auditors of the Issuer for FY2017:

Name of Statutory Firm RegistrationAddress and Contact Details Auditor SinceAuditors No.

12, Dr Annie Besant Road,A F Ferguson Associates 102849W Opposite Shiv Sagar Estate, September-15

Worli , Mumbai- 400018

16th Floor, Tower II,Walker Chandiok and Co.

001076N/N500013Indiabulls Finance Centre, S B

September-16LLB _Marg, Elphinstone West,Mumbai -400013

The Issuer's Joint Statutory Auditors, who audited the financial statements as of and for FY2016, areindependent auditors with respect to the Issuer in accordance with the guidelines issued by theICAL

B. Change in Statutory Auditors of the Issuer Since Last Three Years

Name of Firm Address and Contact Auditor Auditor ResignationStatutory Registration Details Since Till- DateAuditors No.

Kalyaniwala & 104607W Kalpatru Heritage, 5th Septem ber-ll June-ll June-llMistry Floor, 127 MG Road,

Fort, Mumbai-400001N. M. Raiji & Co. 108296W Universal Insurance September-l 0 June-IS June-15

Building, 6th Floor, SirP. M. Road, Mumbai -400001

VI. Borrowings of the Issuer

A. Secured Loan Facilities as on 31st December, 2016

Nil

B. Unsecured Loan Facilities as on 31st December, 2016

Nil

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C. Non-Convertible Bonds / Debentures as on 31st December, 2016

Nil

. D. Top 10Debenture Holders as on 31st December, 2016Not Applicable

E. Amount of Corporate Guarantees Issued by the Issuer in favour of various counter partiesincluding its Subsidiaries, Joint Venture entities; Group companies etc.

As on 31st December, 2016, the Issuer has not issued any corporate guarantee in favour ofany counterparty including its group companies.

F. Commercial Paper issued by the Issuer as on 31st December, 2016

Nil

G. Other Borrowings (Including Hybrid Debt like Foreign Currency Convertible Bonds("FCCBS"), Optionally Convertible Bonds / Debentures / Preference Shares) as on 31stDecember, 2016

Nil

H. Servicing behavior on existing Debt securities, Default(s) and / or Delay(s) in payments ofinterest and principal of any kind of Term Loans, Debt securities and other Financialindebtedness including Corporate Guarantee issued by the Issuer, in the past five years

Not Applicable

1. Outstanding borrowings / Debt securities issued for consideration other than cash, whetherin whole or part, at a premium or discount, or in pursuance of an option

Not Applicable

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BUSINESS


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OverviewThe Issuer is a joint venture between Tata Sons and American International Group, Inc. (AIG). Itcommenced operations as private sector general insurance company in 2001 and provides non-lifeinsurance solutions to individuals and corporates. The promoters provide financial and operationalsupport to the Issuer.

BusinessThe Issuer provides non-life insurance solutions with wide range of offers to Individuals, SmallMedium Enterprise (SMEs), Small & Large corp orates, etc. These covers are structured 'underCommercial and Consumer Lines of business. Commercial Lines provides Property, Marine,Energy, Casualty & Financial lines policies while Consumer Lines offers a range of generalinsurance' products for individual consumers such as insurance for Automobile, Homes, Personalaccident, Travel, Health, etc. The Issuer believes in offering innovative and relevant insurancesolutions in the retail and commercial space. Each product offering is backed by expertise and anunparalleled claims service. Issuer products are available through various channels of distributionlike Agents, Brokers, Banks (through bancassurance tie ups) and Direct Channels like Tele-Marketing, Digital Marketing, Wotksite management etc. Issuer has operations in 87 cities.

Commercial Lines: It contributes 36% to overall business of the Issuer. The Issuer is 2nd largestprivate player in commercial Lines and an acknowledged leader in Marine Cargo, Liability and Firelines of business. AIG is well known as a pioneer and global leader in Commercial Lines products.New insurance products offered by AIG to global organizations are offered by Issuer to Indiancorporates, serving their insurance needs. Two recent examples are the 360 D&O policy offered toIndian companies to address the changes brought under Companies Act 2013, and Cyber Riskinsurance policy to secure organizations against cyber risks. Issuer aims to bring a difference tocustomers through its pre-sales and post-sales service, which range from understanding of the risk,risk inspections, risk management consultant and fair claim settlements. Recently, Issuer has startedrepertoire of Value Added Services (VAS) that strengthen the risk management efforts of its clients.The Issuer is further consolidating its competitive position by expanding distribution reach, tie-upswith Banks and strong relationship with reinsurers & insurance brokers that will enable Issuer toregister robust growth over long term.

Consumer Lines: It contributes. 64% to overall business of the Issuer. The Issuer holds leadingmarket position in travel. The products under consumer lines are: Motor Insurance, HealthInsurance, Travel Insurance, Home Insurance, etc. India Insurance market is dominated by Motorand Health insurance where Issuer has endeavored to strengthen market share by deepening itsrelationship with Original Equipment Manufacturers (OEMs), maintain its best claim paying abilityanderthancing service quality & standard.

Customer Service ManagementThe Issuer aims to create unmatched value for its customers by delivering service consistently, fairand in a transparent manner. Keeping this in mind the Issuer has launched Net Promoter Score(NPS) programme to check customer engagement and advocacy of its brand. The Issuer's customercan reach 24x7 365 days a year through traditional medium like calls, emails, sms and chat. Self

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s'ervice options are provided through website for smooth transaction and buying process. The Issuerhas 152 plus registered and operational branches' within PAN India and presence in about 861locations through intermediaries. The Issuer is investing significantly in the d~gital medium, CRM,OMNI channel uniform experience across all customer touch points. Artificial :~ptelligence and botsare being explored to reduce cycle time for any request from the customer. "C\,lstomer First" is partof Issuer values and our DNA within the organization and this has led to several changes across todrive efficiency and enhance customer experience.

, Claims ManagementClaim service is one of the most critical and core functi~ns of an insurance co~pariy. The Issuer hasa dedicated Claims Management Vertical making good promise -'With You Always'. The Issuer ha,san Empowered Team of ;385personnel comprising of Lawyers, Engineers, Medical Professionals,accountants and Management graduates spread across India in 64 Centers. In an etfort to enhan~ethe Customer experience a centralized Express Unit to handle CL Claims bel~w Rs 5,000 in apaperless en~ironment ~as initiated by the Issuer which has been very ~el~ received by the Market.Customer can lodge a claim as per their convenience through various channels: 24x7 Call Centre,SMS, Website, Email/Fax/Letter and Electronic Data Inter-phase with External Systems of Clientsand Service Providers. .

DistributioJiThe Issuer operates through multi channel distrip:ution through Individual agents, corporate agents,Banks, Brokers, Branches and Digital chann~ls. The emphasis is on channel p~ofitability &performance, focusing on maximizing the return on spends and overall profitability of the businesscontributed by the channels. The Issuer has presence into 861 locations in India .

Locations Serviced.

Number of Branches

15 - Top high potential locations (>10 lakh population) 34 Branches

60 Locations (5-10 lakh populatiop) 64 Branches

100 Locations (1-51akh population) 54 Micro Offices

150 locations (SDk- 11akh population) 28 Virtual Offices

700 Locations Hub and Spoke

InvestmentThe investment book is managed under the broad guidelines of Investment Policy approved by theboard of directors and IRDAI guidelines on Investments. The investment committee guides theinvestment function in asset allocation and investment management. The investment objective ofthe Issuer is to generate investment returns on par or better than industry standards and ensuringthat there is zero credit loss. The Issuer ensures that investments are made in liquid securities tomeet obligations.

The Issuer follows stringent investment strategies while investing in Fixed income and Equitysecurities. In Fixed income, Issuer invests in sovereign securities or corporate debt instruments ratedAAA or A.A-+-.In equities, the Issuer invests in companies with good corporate governance trackrecord, strong financials & management.

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Awards


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The company has won several accolades from within the industry including:

• Golden Peacock 2016: HR Excellence Award

• 20th Asia Insurance Industry Awards (2016): CSR award

• Skoch Order of Merit 2016Silver Award in the Skoch Blue Economy Award 2016 Category,at the SKOCH Sustainability Awards 2016

• Fifth Annual Celent Model Insurer Asia Awards 2015: Model Insurer Asia winner in thecategory of 'Legacy and eco-system transformation'

• India's No 1 Brand Awards 2014 by!BC Infomedia (2015)

• Fintelekt - India Insurance Awards 2015: Commercial Lines Growth Leadership

• Fintelekt - India Insurance Awards 2015: Claims Service Leader

• Fintelekt - India Insurance Awards 2015: E-Business Leader

• 19th Asia Insurance IndustryAwards (2015): Employer of the year

• General Insurer Claims Team of the Year

• CNBC Awaaz Travel Awards 2013

• CEO with Excellence in Finance Award

• CNBC Awaaz Awards 2012: Best Travel Insurance Company of the year

• Indian Insurance Awards 2012: Best Non-Urban Coverage Award 2012

• Indian Insurance Awards 2012: Claims Service Company of the Year Award 2012

• Tata AIG ranked amongst the Top 10 in the 'Best Companies to work for' in a surveyconducted by Business Today.

• The Celent Asia Insurance Award 2012 under Service for Customer RelationshipManagement

• The Celent Asia Insurance Award 2012 under Marketing for Online Travel Insurance

Key Operational and Financial Parameters of the Issuer for the Last three Audited Years(Rs 000)

Sr. No. Particulars FY2016 FY2015 FY20141 Networth 10,647,709 8,347,918 7,263,0752 Total Debt - - -

of which: - - -

a. Non-Current Maturities of Long Term Borrowing - - -b. Short Term Borrowing - - -c. Current Maturities of Long Term Borrowing - - -

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3 Net FixedAssets 980,812 968,287 915,154

4 Non-Current Assets . - - -

5 Cash and Cash Equivalents 1,162,601 1,747,346 1,247,955

6 Current Investments (BookValue) 37,018,557 30,159,326 27,966,361

7 Current Assets 5,621,701 6,082,800 4,814,655

8 Current Liabilities& Provisions 32,973,361 28,946,972 26,472,272

9 GrossWritten Premium 30,947,379 28,234,379 24,560,900

10 Net Written Premium 21,783,622 19,656,214 17,320,900

11 PBT 284,268 2,101,472 2,389,211

12 Interest - - -13 PAT 199,791 1,540,698 1,622,856

14 Dividend amount - 378,750 505,000

15 Dividend Distribution Tax - 77,105 85,825

16 Current Ratio ° ° °17 Interest Coverage ratio - - -18 Gross Debt/Equity ratio - - -19 Debt Servicecoverage ratio - - -

Gross Debt Equity Ratio of the Issuer(Rs 000)

ParticularsPre-Issue of Debt (as Post Issue of Debt ofon 30th Dec 2016) Rs 17,800,00

Total Debt - 1,780,000

Shareholders' Funds

Share Capital. 6,325,000 6,325,000

Reserve & Surplus (excluding Revaluation Reserve) 5,160,367 5,160,367

Net Worth 11,485,367 11,485,367

Gross Debt / Equity Ratio - 0.15

Project Cost and Means of Financing, in Case of Funding of New Projects

The funds being raised by the Issller through the Issue are not meant for financing any particularproject. The Issuer shall utilise the proceeds of the Issue as per the 'Details of utilization of theproceeds' mentioned in the term sheet.

Details of contribution made by the Promoters or Directors either as part of the Issue or separatelyin furtherance of the Objects of the IssueNeither the Promoters nor the Directors are making any contribution either as part of the Issue orseparately in furtherance of the objects of the Issue.

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Litigation

Litigation involving the Company


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Inquiries, inspections or investigations under Companies ActThere are no inquiries, inspections or investigations initiated or conducted against the Issuer underthe Companies Act, 2013 or any previous company law in the last three years. Further, there are noprosecutions filed (whether pending or not), fines imposed, compounding of offences in the lastthree years involving the Issuer.

Material Regulator Proceedings

1. The IRDAI had conducted onsite inspection of the Issuer from Dec 10 to 19,2012. In respect ofinspection observations, the Issuer submitted its response vide letter dated June 26, 2013. On8th December 2016, IRDAI issued a show cause notice to the Issuer containing 12 charges andissued 11 advisories. The Issuer filed its response to the aforesaid show cause notice on 9th Jan,2017 and is awaiting a further response larder from IRDAI.

2. The IRDAI has imposed penalty of Rs 500,000 against the issuer vide order dt 11 September,2013 for not meeting the obligation target in respect of Decline Risk Pool for the FY2013-14

3. The IRDAI issued an adjudication notice on 27th October, 2016 for violation of Section 32 (D) ofInsurance Laws ( amendment) Act 2015 read with IRDAI ( Obligation of Insurer in respect ofMotar Third party business) Regulations 2015 for not meeting the Third party premiumobligation in the FY 2015-16. The adjudication haring concluded on 22nd December 2016. Theresponse lorder is awaited from IRDAI.

Tax Litigations Resulting in Material Liabilities.,The Company has tax litigations on account of Income Tax against which the Company haspreferred an appeal with appropriate authorities. Details of the same are mentioned below

SrNo Particulars Count of Cases Amount (Rs. '000)1 Income Tax 5 454,960

2 Service Tax (Order passed, Appeal filed with1 75,330CESTAT & hearing awaited)*

3Service Tax (Show cause notice received, reply

3 450,500filed & hearing awaited)**excludespenalty and interests thereon

Details of Acts of Material Frauds Committed Against the. Issuer in the Last Three Years, if any,and if so, the Action Taken by the Issuer

There are no material frauds committed against the Issuer during the last three years.

Defaults in respect of dues payable

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The Issuer has no outstanding defaults in relation to statutory dues payable, dues payable toholders of any debentures (including interest thereon) or dues in respect of deposits (includinginterest thereon) or' any defaults in repayment of loans .from any bank or financial institution(including interest thereon).

Litigation Involving the Promoters

Litigation or Legal Action against Promoters taken by any Ministry, Department of Government orany Statutory Authority

There has been no Litigation or Legal Action against Promoters taken by any Ministry, Departmentof Government or any Statutory Authority

Material Regulatory Proceedings

None

Material Development

There has not been any material development post December 31, 2016 which would have impacton the financial position of the Issuer or its credit qualities.

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DISCLOSURES PERTAINING TO WILFUL DEFAULT

The Issuer has been categorised as a wilful defaulter, as defined under the SEBI Debt Regulations,by the following banks or financial institutions or consortiums.

Nil

The year in which the entity is declared as a wilful defaulter.

Not applicable

Outstanding amount when the entity is declared as a wilful defaulter.

Not applicable

Name of the entity declared as a wilful defaulter.

Not applicable

Steps taken, if any, for the removal from the list of wilful defaulters

Not applicable

Other disclosures, as deemed fit by the Issuer in order to enable investors to take informeddecisions.

Not applicable

Any other disclosure as specified by SEBI.Not applicable

Any promoters or directors of .the Issuer categorised as a wilful defaulter.

None

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FINANCIAL INFORMA nON


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Audited Standalone Financial Information of the Issuer

The Issuer does not have subsidiary or joint venture in India or abroad. The standalone financialinformation of the Issuer is provided herein below:

Statement of Profit and Loss for the period

Particulars9 Months 12 Months 12 Months 12 Monthsended ended ended ended

31-Dec~16 31-Mar-16 31-Mar-15 . 31-Mar-14

(Rs.'OOO) (Rs.'OOO) (Rs.'OOO) (Rs.'OOO)

Gross written premium 32,760,000 30,950,000 28,230,000 24,560,000

Reinsurance ceding 11,860,000 9,160,000 8,580,000 7,240,000

Net written premium 20,890,000 21,780,000 19,660,000 17,320,000

Net earned premium 17,450,000 20,630,000 18,020,000 16,730,000

Reinsurance Commission 1,690,000 1,360,000 1,570,000 1,300,000

Total income 19,140,000 21,990,000 19,590,000 18,030,000

Net incurred claims 12,800,000 15,900,000 12,760,000 11,400,000

Operating Expenses 6,270,000 6,910,000 5,720,000 5,050,000

Commission Exp 1,980,000 2,150,000 1,960,000 1,670,000

Total expenses 21,040,000 24,960,000 20,430,000 18,130,000

Underwriting result (1,910,000) (2,970,000) (840,000) (94,000)

Investment Income 2,820,000 3,280,000 2,920,000 2,470,000

Profit before Tax 837,658 284,268 2,101,472 2,389,211

Tax Expense 0 84,~77 560,774 766,355

Current tax 128,319 0 606,074 774,089

Deferred tax(Income)/ Expense (128,319) 84,477 (45,300) (7,734)

Profit after tax 837,658 199,791 1,540,698 1,622,856

Earnings per Share

Basic 0.39 3.05 3.21

Diluted 0.39 3.05 3.21

Solvency Ratio 1.54 1.66 1.55 1.59

Balance Sheet

Particulars

9 Monthsended

31-Dec-16

(Rs.'OOO)

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12 Monthsended

31-Mar-16

(Rs.'OOO)

12 Monthsended

31-Mar-15

(Rs.'OOO)

12 Monthsended

31-Mar-14

(Rs.'OOO)

Private Placement Offer Document,


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9 Months 12 Months 12 Months 12 Monthsended ended ended ended

Particulars .31-Dec-16 31-Mar-16 31-Mar-15 31-Mar-14Sources Of Funds

Share Capital 6,325,000 6,325,000 5,050,000 5,050,000Share Application Money Pending - - - -AllotmentReserves And Surplus 5,160,367 4,322,709 3,297,918 2,213,075Fair Value Change Account 202,011 (174,520) 123,099 141,271Borrowings - - -Total 10,473,189 8,471,017 7,404,346Application Of FundsIn¥estments 45,418,169 36,844,037 30,282,425 28,107,632Loans - - -Fixed Assets 1,036,823 980,812 968,287 915,154Deferred Tax Asset 128,319 - 84,477 39,177Current AssetsCash And Bank Balances 1,703,306 1,162,601 1,750,540 1,247,955Advances And Other Assets 6,907,904 4,459,100 4,332,260 3,566,700Sub-Total (A) 8,611,210 5,621,701 6,082,800 4,814,655

Current Liabilities 28,644,648 21,609,198 18,385,596 17,438,764Provisions 14,862,495 11,364,163 10,561,376 9,033,508Sub-Total (B) 43,507,143 32,973,361 28,946,972 26,472,272Net Current Assets (C) = (A - B) (34,895,933 ) (27,351,660) (22,864,172) (21,657,617)Miscellaneous Expenditure (To The

- -Extent Not Written Off Or Adjusted) -Debit Balance In Profit And LossAccount - - -Total 11,687,378 10,473,189 8,471,017 7,404,346

Cash Flow Statement Rs. In ('000)

Particulars FY2016 FY2015 FY2014A. CASH FLOW FROM OPERATING ACTIVITIESPremium received from policyholders, including advancereceipt 36,968,164 32,683,791 27,839,504Other receipts (including environment relief fund &Motor TP pool and Terrorism Pool) - - 48Receipt / (payment) from/to reinsurer net of commissions& claims recovery (3,348,833) (6,572,846) (4,549,020)

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Particulars FY2016 FY2015 FY2014Receipt / (payment) from / to coinsurer net of claimsrecovery (395,492) (563,720) (680,725)Payments of claims (net of salvage) (18,514,532) (13,479,941) (11,369,269)Payments of commission and brokerage (2,106,367) (1,893,886) (1,594,358)Payments of other operating expenses (7,344,062) (6,379,264) (5,097,364)Preliminary and preoperative expenses - - -Deposits, advances & staff loans (net) (148,816) (78,889) (48,141)Income tax paid (net) (152,465) (562,876) (810,541)

Service taxes paid (3,155,372) (2,564,624) (2,444,377)Cash flows before extraordinary items 1,802,225 587,745 1,245,757Cash flows from extraordinary operations - -Net cash from operating activities 1,802,225 587,745 1,245,757

B. CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (including capital advances) (180,587) (136,208) (219,299)

Proceeds from sale of fixed assets 3,309 173 1,767Purchase of investments (34,593,367) (28,295,406) (19,881,723)

Loans disbursed - - -Sale of investments 29,810,642 26,957,427 16,759,020Repayments received - - -Rent/interest/dividends received 2,138,902 2,204,692 1,723,649Investments in money market instruments and liquidmutual fund (net) - - -Expenses related to investments - - -Net cash (Used In)/ flow from investing activities (2,821,101) 730,678 (1,616,586)

C. CASH FLOW FROM FINANCING ACTIVITIESProceeds from issuance of share capital (including sharepremium) 2,100,000 - -Proceeds from borrowing - - -Repayments of borrowing - - -Dividends paid (including dividend distribution tax) (455,855) (590,825) -

Net cash flow from/ (Used In) financing activities 1,644,145 (590,825) 0

D. Effect of foreign exchange rates on cash and cashequivalents, net 10,144 2,103 (7,190)

Net increase/(decrease) in cash and cash equivalents 635,413 729,701 (378,019)Cash and cash equivalents at the beginning of the year 2,127,112 1,397,411 1,775,430Cash and cash equivalents at end of the year 2,762,525 2,127,112 1,397,411

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their Impact on the Financial Statements and Financial Position of the Issuer and the CorrectiveSteps Taken and Proposed to be Taken by the Issuer for each of the said Reservations orQualifications or Adverse Remark

None in the last three financial years.

Any ch;mge in accounting policies during the last three years and their effeCt on the profits andthe reserves of the Issuer.

FY2014

Premium earned (Net) for Marine line of business includes Rs. 302,668 thousand (Previous YearNIL) on account of release of 'Reserve for Unexpired Risk' created up to March 31, 2013 underprovisions of section 64(V)(I)(ii)(b) of Insurance Act 1938 read with Master Circular #IRDA/F&I/CIR!I'&A/231/10/2012 dated 5th October 2012, as amended by corrigendum #.IRDA/F&I/CIR/FA/126/07/2013 dated 3rd July 2013. Accordingly, no provision / reserve has beencreated as on March 31, 2014 in respect of short term policies for marine and miscellaneous line ofbusinesses that have incepted and expired during the year.

Impact:The operating profits before tax for the year are higher by Rs. 488,882 thousand (operating.profit from Marine business higher by Rs. 3,63,965 thousand and that of Miscellaneous business byRs. 1,24,917 thousand). .

FY2015

Management has reviewed the useful lives of its existing assets and consequently changed theuseful lives of the following assets .

• DP Cost - Servers & Networks from 5yrs to 6yrs• Automobiles from 5yrs to 4 yrs• Free Hold Improvement from 5yrs to 10 yrs• Lease Hold Improvement from 3yrs from Effective Lease Term

Impact: Depreciation was lower by Rs 26,037 thousand.

FY2016

No change in accounting policies for FY 2015-16 and hence no impact on profits and reserves.

Related Party Transactions Entered during the Last Three Financial Years Immediately Precedingthe Year of Circulation of this Offer Document including with" regard to Loans Made or,Guarantees Given or Securities Provided (as per Accounting Standards)

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Related Party Transactions (April 1, 2015 - March 31, 2016) Rs in ('ODDs);

Category Name of the Company Grand Total

Albrecht Builder Private Limited (Peepul Tree Properties 1,533Arvind And Smart Value Homes LLP 383Automotive Stampings and Assemblies Limited 504C-Edge Technologies Limited 1,015

CMCLimited 543Ewart Investments Limited 457Hela Systems Private Limited 2,407

HI Promoters Private Limied 360Indian Rotorcraft Limited 18Infiniti Retail Limited 40,734

Kolkata-One Excelton Private Limited 19Kriday Realty Private Limited 1,860Lemon Tree Land & Developers Private Limited 2,394Nova Integrated Systems; Limited 1,185Princeton Infrastructure Private Limited 433Promoht Hill Top Private Limited 519

Premium IncomePune Solapur Expressways Private Limited 163Smart Value Homes (Boisar) Private Limited 12

Smart Value Homes New Project LLP 2Smart Value Homes Peenya Project Private Limited 17

Sohna City LLP 655

TAJ Air Limited 63TAS-AGT Systems Limited 18

Tata Advanced Materials Limited 74Tata Advanced Systems Limited 48,279Tata Africa Holdings (SA) (Proprietary) Limited 1,574Tata AlA Life Insurance Company Limited 1,91i

Tata Asset Management Limited 3,363f Tata Autocomp Gy Batteries Limited 1,842

Tata AutocompHendrickson Suspensions Private Limited 592Tata Autocomp Systems Limited 3,725Tata Business Support Services Limited 7,245Tata Capital Financial Services Limited 68,384Tata Capital Housing Finance Limited 363Tata Capital Limited 1,066

Tata Classedge 2,592

Premium Income Tata Cleantech Capital Limited 93Tata Consultancy Services Limited 272,327Tata Consulting Engineers Limited 40

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Category Name of the Company Grand TotalTata Ficosa Automotive Systems Limited 161Tata Housing Development Company Limited 50,728Tata Industries Limited 249Tata Industries Limited DHP 151Tata Interactive Systems 1,308Tata International Dlt Private Limited 216Tata International Limited 2,133Tata Lockheed Martin Aerostructures Limited 11,435Tata Limited 6,920Tata Petrodyne Limited 59Tata Realty And Infrastructure Limited 7,448Tata Securities Limited 85Tata SIA Airlines Limited 381Tata Sikorsky AerosPiice Limited 5,964Tata Sky Limited 19,446Tata Sons Limited 9,782Tata Strategic Management 78Tata Toyo Radiator Limited 2,399Tata Trustee Company Limited 2,605Tata Unistore Limited 158Tata Value Homes Limited 1,330TC Travel And Services Limited 5,369THDC Facility Management Limited 2,747TRIF Amritsar Projects Limited 10TRIF Kochi Projects Private Limited 1,266TRIF Real Estate And Development Limited 1,320TRIL Constructions Limited . 16TRIL Infopark Limited 4,676Viom Networks Limited 1,124Infiniti Retail Limited 12,312Pune Solapur Expressways Private Limited 18Tata Advanced Systems Limited 180Tata AlA Life Insurance Company 46Tata Asset Management Limited 16Tata Autocomp Gy Batteries Limited 101

Claims Paid Tata Autocomp Hendrickson Suspensions Private Limited 48Tata Autocomp Systems Limited 12Tata Business Support Services Limited 24Tata Capital Financial Services Limited 64Tata Capital Limited 3Tata Interactive Systems 19Tata International Dlt Private Limited 90

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Category Name of the Company Grand Total

Tata International Limited 17

Tata Limited 28

Tata Sky Limited 12,851

Tata Sons Limited , 3Tata Toyo Radiator Limited 17TC Travel And Services Limited 30TRIF Real Esfate And Development Limited 3,454

Commission Paid Tata Capital Financial Services Limited 21,926Albrecht Builder Private Limited (Peepul Tree Properties 63,272

Infiniti Retail Limited 65

CMC Limited 39,386Tata AlA Life Insurance Company Limited 51,120Tata Business Support Services Limited 70,649

Cost of ServicesTata Capital Financial Services Limited 16,698

Tata Capital Forex Limited 1,047

Tata Capital Housing Finance Limited 53,098Tata Consultancy Services Limited 52,933

Tata Interactive Systems 124

Tata Sons Limited 6,932

TC Travel And Services Limited 89,064

Ardent Properties Private Limited 32

CMCLimited 5

Hela Systems Private Limited 121

Indian.Rotorcraft Limited 17

Infiniti Retail Limited 9,729

Nova Integrated Systems Limited 74

Smart Value Homes (Boisar) Private. Limited 17Tata Advanced Materials Limited 6

Tata Advanced Svstems Limited 667

Advance Premium / Tata AlA Life Insurance Company Limited 109

Corporate Deposit / Tata Asset Management Limited , 1

Unallocated Tata Autocomp Svstems Limited 17Advance Premium Tata Business Support Services Limited 197

Tata Capital Financial Services Limited 9,408Tata Capital Housing Finance Limited 267

Tata Capital Limited 286Tata Classedge 14Tata Cleantech Capital Limited 18Tata Consultancy Services Limited 4,537Tata Ficosa Automotive Systems Limited 6Tata Housing Development Company Limited 18Tata Industries Limited 95

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Category Name of the Company Grand TotalTata Industries LimitedDhp 25Tata Interactive Systems 44Tata International Limited 75Tata Lockheed Martin Aerostructures Limited 388Tata Realty And Infrastructure Limited 2,405Tata Sia Airlines Limited 20Tata Sikorsky Aerospace Limited 206Tata Sky Limited 13Tata Sons Limited 467Tata Toyo Radiator Limited 0TC Travel And Services Limited 13Landmark E-tail Limited 107

Share Capital (Incl. Tata Sons Limited 1,554,000Share Premium) AIG MEA Investments and Services Inc. 546,000

Mr.Kaushal K Mishra 29,680RemunerationMr.Neelesh Garg 35,833

Outstanding Balance as on March 31, 2016Albrecht Builder Private Limited (Peepul Tree Properties 295CMCLimited 929TataAIA Life Insurance Company Limited. 4,863

Amount Due To TheTata Business Support Services Limited 9,434Tata Capital Forex Limited 21EntityTata Capital Housing Finance Limited 11,450Tata Consultancy Services Limited 13,223Tata Sons Limited 5,403TC Travel And Services Limited 5,141

Commission Tata Capital Financial Services Limited 1,495Security Deposit Albrecht Builder Private Limited (Peepul Tree Properties 19,246Placed Tata Business Support Services Limited 1,200Grand Total 3,371,588

.Related Party Transactions (April 1, 2014 - March 31, 2015) Rs. In ('ODD)

Category Name of the Company Grand TotalCMCLimited 28,082Infiniti Retail Limited 138

Receiving ofTata AlA Life Insurance Companv Limited 12,275Tata Business Support Services Limited 130,658ServicesTata Capital Financial Services Limited 12,232Tata Capital Forex Limited 2,237Tata Consultancy Services Limited 82,968

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Category Name of the Company Grand TotalTata Interactive Systems 661Tata International Limited 77

Tata Sons Limited 1,145Tc Travel And Services Limited 24,409Automotive Stampings And Assemblies Limited 1,746

CMCLimited 1,527EWART INVESTMENTS LIMITED 502Hela Systems Private Limited 2,756

Infiniti Retail Limited 98,397KridayRealty Private Limited 1,939Lemon Tree Land And Developers Private Limited 2,438Nova Integrated Systems Limited 1,536Promont Hilltop Private Limited 3,289Smart Value Homes (Peenya Project) Private Limited 211TATA ADVANCED MATERIALS LIMITED 25Tata Advanced Systems Limited 39,888Tata AlA Life Insurance COl1lpany Limited 1,648

Tata Asset Management Limited 3,267Tata Autocomp Systems Limited , 6,998Tata Business Support Services Limited 2,777Tata Capital Financial Services Limited 31,359

Tata Capital Forex Limited 23Tata Capital Housing Financial Limited 456

Premium Income Tata Capital Limited 781

Tata Cleantech Capital Limited 165Tata Consultancy Services Limited 205,181Tata Consulting Engineers Limited . 201Tata Housing Development Company Limited 32,182

Tata Industries Limited 1,314

Tata Interactive Systems 1,523Tata International Limited 2,763

Tata Limited 6,357Tata Lockheed Martin Aerostructures Limited 10,866TATA Petrodyne Limited 30Tata Realty And Infrastructure Limited 8,341TATA SIA AIRLINES Ltd 96TATA SIKORSKY AEROSPACE LIMITED 6,687Tata Sky Limited 21,230Tata Sons Limited 11,826Tata Toyo Radiator Limited 2,931Tata Trustee Company Limited 2,556Tata Value Homes Limited 1,857

- Tc Travel And Services Limited 5,826

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Category Name of the Company Grand TotalViom Networks Limited 1,405THDC Facility Management Limited 697Cedge Technologies Ltd 786E-Nxt Financials Limited 49Indian Rotorcraft Limited 168Taj Air Limited 41TATA CLASSEDGE 3,272Tata Industries Services Limited 39Tata Securities Limited 120Infiniti Retail Limited 1,393Kriday Realty Private Limited 3,897Tata AlA Life Insurance Company Limited 939Tata Autocomp Systems Limited ., 312

Claims Paid Tata Consultancy Services Belgium 221,700Tata Housing Development Company Limited 285TataInteractive Systems 8Tata Sky Limited 1,483Tata Toyo Radiator Limited 682Tc Travel And Services Limited 4

Remuneration Mr Kaushal K Mishra 23,331Outstanding Balance as on March 31, 2015

Tata AlA Life Insurance Company Limited 79Tata Business Support Services Limited 13,752

Amount Due To Tata Capital Forex Limited -82The Entity Tata Consultancy Services Limited 10,453

Tata Sons Limited 118TC Travel And Services Limited 1,193

Grand Total 1,104,500

hdRelate Party Transactions April 1, 2013 - Marc 31,2014) Rs. In ('000)Category Name of the Company Grand Total

CMCLimited 4,741Drive India Enterprise Solutions Limited 94Infiniti Retail Limited 369Tata AlA Life Insurance Company Limited 21,731Tata Business Support Services Limited 89,445

Receving of Services Tata Capital Financial Services Limited 11,228Tata Capital Forex Limited (formerly TT Holdings &Services Limited) 81Tata Consultancy Services Limited 37,336Tata International Limited 155Tata Sky Limited 165

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Category Name of the Company Grand TotalTata Sons Limited 587Tata Teleservices (Maharashtra) Limited (ceased to be asubsidiary and is an associate w.e.f. 26.03.2013) 5,120Tata Teleservices Limited (ceased to be a subsidiary and isan associate w.e.f. 26.03.2013) 22,598TC Travel And Services Limited 14,978

Services Provided Tata AlA Life Insurance Company Limited 752C-Edge Technologies Limited 1CMCLimited 1,404e-Nxt Financials Limited

.17

Ewart Investments Limited ,435Indian Rotorcraft Limited ' : 77InfinitiRetail Limited 170,283Infiniti Wholesale Limited (formerly WoolworthsWholesale India Private Limited) (w.e.f. 15.10.2012) 159NovaIntegrated Systems Limited 722Tara Aerospace Systems Limited 4,450Tata Advanced Materials Limited 109Tata Advanced Systems Limited 9,240Tata AlA Life Insurance Company Limited 2,191Tata Asset Management Limited 705Tata Autocomp.Systems Limited 8,193Tata Business Support Services Limited 3,056Tata Capital Financial Services Limited 3,381Tata Capital Housing Finance Limited 131

Premium Income Tata Capital Limited 1,009Tata Cleantech Capital Limited 81Tata Consultancy Services Limited

.136,266

Tata Housing Development Company Limited 26,256Tata Industrial Services Limited 76Tata Industries Limited 1,344Tata International Limited 2,937Tata Limited 7,676Tata Lockheed Martin Aerostructures Limited (formerlyTATA Aerostructures Limited) . 14,440Tata Petro dyne Limited . 117Tata Realty and Infrastructure Limited 3,422Tata Securities Limited 61Tata Sky Limited 14,378Tata Sons Limited 9,787Tata Teleservices (Maharashtra) Limited (ceased to be asubsidiary and is an associate w.e.f. 26.03.2013) 67,513.Tata Teleservices Limited (ceased to be a subsidiary and isan associate w.e.f. 26.03.2013) 16,911

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Category Name of the Company Grand TotalTATA Toyo Radiator Limited 3,217Tata Value Homes Limited (formerly Smart Value HomesLimited) 1,015TC Travel And Services Limited 5,004CMCLimited 200Indian Rotorcraft Limited 547lnfiniti Retail Limited 171,786Tata Advanced Systems Limited 715Tata AlA Life Insurance Company Limited 350Tata Autocomp Systems Limited 41Tata Business Support Services Limited 826Tata Capital Financial Services Limited 9,406Tata Consultancy Services Limited 190,091

Claims Paid Tata Housing Development Company Limited 7,404Tata Limited 17,512Tata Lockheed Martin Aerostructures Limited (formerlyTATA Aerostructures Limited) 12,250Tata Petrodyne Limited 22Tata Sky Limited 1,345Tata Sons Limited 138Tata Teleservices Limited (ceased to be a subsidiary and isan associate w.e.f. 26.03.2013) 554TATA Toyo Radiator Limited 220IC Travel And Services Limited 42

Issue of Share CapitalTata Sons Limited 407,000Chartis Memsa Holdings Inc 143,000

Capital Assets CMCLimited 94,052Infiniti Retail Limited 1,309

Outstanding Balanceas on March 31, 2014

CMCLimited 1,398Tata AlA Life Insurance Company Limited 3,074Tata Business Support Services Limited 1,200

Amount Due to the Tata Capital Forex Limited (formerly TT Holdings &Entity Services Limited) 35

Tata Consultancy Services Limited 15,142Tata Sons Limited 36TC Travel And Services Limited 1,550

Grand Total 1,806,687

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TERMS OF THE ISSUE

ShSummaryTerm eetSecurity Name 8.52% Tata AIG 2027

Issuer Tata AIG General Insurance Company Ltd

Instrument Unsecured, subordinated, rated, fully paid-up, listed, taxable,

redeemable and non-convertible debentures (NCD)

Nature of the Instrument Unsecured and Subordinate

Seniority of Claims Investors of the subordinated debt shall be superior to the claims of the

investors in preference shares and equity shares in that order, but shall

be subordinated to the claims of the policy holders and all other

creditors. The Seniority of Claims is as per Regulation 3 (ii) of the IRDAI

(Other forms of Capital) regulation 2015.

Guarantee The instruments shall neither be secured nor covered by a guarantee of

Issuer or other arrangements that legally enhance the seniority of the

claims as against the claims of the insurer's policyholders and creditors.

Mode of Issue Private Placement

Objects of the Issue Augmenting issuer's capital under 'Other Forms of Capital' to

strengthen its solvency ratio and thus facilitate business growth

Issue Size Rs. 178 crores( Rupees One Hundred and Seventy Eight Crores only)

Minimum Application 10 DE;bentures and in multiple of 1 Debenture thereafter

Option to Retain Not Applicable

Oversubscription

Face Value Rs. 10,.00,000/-per Debenture (Rupees Ten Lakhs per Debenture).Issue Price At par i.e at Face Value

Details of Utilization of The issue is being made pursuant to applicable regulations and would

the Proceeds help the Issuer in meeting its long term growth plan objectives without

dilution of its equity capital.

Credit Rating CRISIL AA+ and ICRA AA+

Tenor 10 years from the Deemed Date of Allotment

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Pdvate Placement Offer Document Pdvate and Confidential For Pdvate Circulation Only

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Redemption Date Date falling at the end of 10 years from the Deemed Date of Allotmenti.e March 21, 2027

Redemption NIL/Not applicablePremium/Discount

Redemption Amount Rs. 10,00,000/- per Debenture (Rupees Ten Lakhs per Debenture)

Call option Call Option: At the end of 5 years (Five Years) from the deemed date of

allotment. Such call option may be exercised by the Issuer with the prior

approval of IRDAI and in accordance with the IRDAI Regulations.Call option Notification In the event that the Issuer is desirous of exercising the Call Option, theTime Issuer shall provide notice to the Debenture Holders (with a copy

marked to the Debenture Trustee) in relation to exercise of the Call

Option at least 15 (Fifteen) calendar days prior to the relevant CallOption Date

Upon issuance' of the notice, the Issuer shall compulsorily redeem the

Debentures identified in the notice on the relevant Call Option Date

along with accrued interest, if any.

Put Option Not applicable

Call Option Date March 21, 2022

Call Option Price Rs. 10,00,000/- per Debenture (Rupees Ten Lakhs per Debenture)

Incentive for early No incentive is payable for early redemption.Redemption

Coupon Rate 8.52% per annum

Coupon Payment Annually on 215t March each year till maturity of NCDsFrequency

Coupon Type Fixed

Coupon- Step up/Step Not applicableDown

Interest Payment Clause As per IRDAI Regulations, payment of interest on the coupon payment

dates shall be governed by the following conditions:

• Where the impact of payment of interest may result in net loss

or increase the net loss of the Issuer, prior approval of IRDAI

shall be required for payment of interest.

• In case the solvency of the Issuer has fallen below the minimum

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Day Count Basis

Interest on ApplicationMoney

Eligible Investors

regulatory requirements prescribed by IRDAI or any interest

payment would result in its solvency falling below or remaining

below the minimum regulCltory requirement specified by

IRDAI, the issuer shall not be liable to pay interest for that

financial year

• The interest due for a particular year shall not be cumulative i.e.

interest missed in a year will not be paid in future years.

However; any interest due and remaining unpaid may be paid

in the subsequent financial years subject to the Issuer being in

compliance with regulation 3(vii) oftheIRDAI Regulations.

• Any unpaid interest being paid on a future date shall be

compounded at the coupon rate.

Actual/ActualInterest shall be .computed on an ,"Actual!Actual" basis. Where the

interest period (start date to end date) includes February 29, interest

shall be computed on 366 days-a-year basis.

Interest on Application Money is payable at the applicable coupon rate

(subject to deduction of tax at source at the rates prevailing from time to

time under the provisionS of the LT. Act or any statutory modification

or re-enactment thereof), will be paid on the entire Application Money

on all valid applications. The same will be released within 30 days from

the date of Allotment.

Such interest shall be paid for the period commencing from the date of

receipt of funds up to one day prior to the date of allotment. No interest

on Application Money would be payable in cases of invalid

Applications.

These categories of investors, when specifically approached, are eligible

to apply for this private placement of Debentures:

• Indian promoter as defined under the Insurance Regulatory and

Development Authority of India (Registration of. Indian Insurance

Companies) Regulations, 2000, as amended from time to time which

means:

• Company formed under Companies Act, which is not a

subsidiary as defined under the Act;Core investment company (as per the Core Investment

Companies (Reserve Bank) Directions, 2011);

Banking company (Banking Regulation Act, 1949), but does notinclude a foreign bank or branch thereof functioning in India;

Public financial institution (as per Companies Act);

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Listing (including nameof stock Exchange(s)where it will be listedand timeline for listing)

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay-in Date

• Co-operative society registered under any relevant law for thetime being in force;

• a person, who is an Indian citizen or a combination of personswho are Indian citizens;

• a limited liability partnership formed under the LimitedLiability Partnership Act, 2008 with no partner being a non-resident entity/person resident outside India as defined underthe Foreign Exchange Management Act, 1999 and not being aforeign limited liability partnership registered thereunder

• Indian investor as defined under the Insurance Regulatory andDevelopment Authority of India (Registration of Indian InsuranceCompanies) Regulations, 2000, as amended from time to time.

• Foreign investors as defined under the Indian Insurance Companies(Foreign Investment) Rules, 2015 means i.e. all eligible non-residente~tities or persons resident outside India investing in the equityshare of an Indian insurance company, as permitted to do sothrough foreign direct investment and foreign portfolio investmentwindows under FEMA regulations.

• Other persons as may be approved by IRDAI.

Proposed to be listed on the WDM segment of BSEwithin 15 (Fifteen)days from the Deemed Date of Allotment.

1. March 21, 2017

2. March 21, 2017

3. March 21, 2017

4. Deemed Date of 4. March 21, 2017Allotment

Issuance mode of the Demat onlyInstrument

Trading mode of the Demat onlyInstrument

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Private Placement qffer Document

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Settlement mode of .the NEFT/ RTGS/other permitted online mechanismsInstrument

Depository

BusinessConvention

NSDL

Day All days, excluding Sundays or a holiday of commercial banks or apublic holiday in Mumbai, except with reference to Issue Period andRecord ..Date, where business day shall meal1 all days,excludingSaturdays, Sundays and public holiday in India. Furthermore, for thepurpose of post Issue Period, being the period beginning from IssueClosing Date to llsting of the Debentures, business day shall mean alldays excluding Sundays or a holiday of commercial banks in Mumbaior a public holiday in India.

As per SEBIcircular CIR/IMD/D~-1/12i/2016 dated November 11, 2016,If any Interest Payment Date falls on a day that is not a Business Day,the payment shall be made on the following working day however thedates of the future coupon payments. would be as per the scheduleoriginally stipulated at the time of issuing the security. In other words,the subsequent coupon schedule would not be disturbed merelybecause the payment date in respect of one particular coupon paymenthas been postponed earlier because of it having fallen on a holiday

Record Date

Transaction Documents

Conditions Precedent toSubscription ofDebenture

If the Redemption Date falls on a day which is not a business day,payment 6f principal amount (along with part-interest) shall be madeone business day prior to the Redemption Date (interest payable will beadjusted to account for advancement in payment).

The day falling 15 days before the Interest Payment Dates/Redemption

Date of the Debenture/s.a) the Debenture Trustee Agreement;b) the Debenture Trust Deedc) any other document that may be designated as a transactiondocument by the Debenture Trustee and the Issuer;

d) Information MemorandumI

The subscription from investors shall be accept~d for allocatio~ andallotment by the IsSuer subject to the following:i. IRDAI approval for raising subordinated debt under 'Other forms

of Capital';ii. Rating letter(s) from ICRA and CRISIL;

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Conditions Subsequentto Subscription of

Debenture

Event of Default

iii. Tripartite Agreements with NSDL Database Management Limited

(Registrar and Transfer Agent), NSDL and the Issuer

iv. Letter from the Axis Trustee Services Limited (Debenture Trustee)

conveying their consent to act as Debenture Trustees for the

Debenture Holder(s)

v. Letter from BSE conveying its in-principle approval for listing of

Debentures

vi. Certified true copy of the memorandum and articles of association

of the Issuer;

vii. Certified true copy of the resolution passed by the Board;

viii. Certified true copy of shareholders' resolution by the shareholders

of the Issuer in accordance with Sections 42 and 71 of the Act;

ix. Copy of the consent letter/acceptance letter from NSDL Database

Management Limited, the registrar to the Issue

i. Filing of the relevant documents, inter alia, private placement offer

letter, return of allotment etc. with the ROC within the timelines

specified under the rules under the Act.

ii. Signing of Listing Agreement with BSE; Completion of listing of

Debentures on BSE.

iii. Credit of demat account(s) of the. allottee(s) by number of

Debenture allotted on the Deemed Date of Allotment; and

iv. Execution of any other documents as customary for transaction of asimilar nature and size.

(A) The occurrence of anyone of the following events shall constitute anEvent of Default by the Company:

i. If the Issuer commits a default in making payment of any

installment of interest or repayment of principal amount of the

Debentures on the respective due date(s);

ii. Default is committed in the performance or observance of any

condition or provision contained in the Debenture Trust Agreement

and/or the Conditions (other than the obligation to pay principal

and interest) and, except where the Debenture Holders/beneficial

owners/ Debenture Trustee certify that such default is in its opinion

incapable of remedy (in which case no notice shall be required),

such default continues for thirty days after written notice has been

given thereof by the Debenture Trustee to the Company requiringthe same to be remedied;

iii. Any indebtedness of the Company for borrowed monies, that is,

indebtedness for and in respect of monies borrowed or raised

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(whether or not for cash consideration) by whatever means

(including acceptance, credits, deposits and leasing) becomes due

prior to its stated maturity by reason of default of 'the terms thereof

or any such indebtedness is not paid at its stated maturity;

iv. If there is reasonable apprehension that the Company is unable to

pay its debts or proceedings for taking it into liquidation, whether

voluntarily or compulsorily, may be or have been commenced or

any resolution for voluntary winding-up is passed or any petition

for winding-up is admitted by a competent Court;

v. The Company has voluntarily or involuntarily become the subject of

proceedings under any bankruptcy or insolvency Jawor the

Company is voluntarily or involuntarily dissolved;

vi. (The Company is unable to or has admitted in writing its inability to

pay its debts as and when the same are ~ue or it is certified by an

accountant appointed by the Debenture Trustee th(lt the Company's

liabilities exceed its assets;

ii. The Company has, taken or suffered to be taken any action for

reorganisation of its capital, without the prior written consent of the

Debenture Trustee;

iii. If any extra-ordinary circumstances have occurred which make it

improbable for the Company to fulfil its obligations under the

Debenture Trust Agreement and/or the Debentures;

ix. The Company ceases or threatens to cease to carryon its business or

gives notice of its intention to do so;

x. If the Company is unable to pay its debts within the meaning of

section 434 of the Companies Act

xi. If the Company enters into amalgamation, reorganisation or

reconstruction without the prior consent of the Debenture Trustee in

writing;

ii. If the Company shall, without the prior consent of the Debenture

Trustee in writing, make or attempt to make any alteration to its

Memorandum and Articles of Association, which affects the interest

of the beneficial owner(s)jDebenture Holder(s).

(B) If any Event of Default or any event which, after the notice, or lap~e

of time, or both, would constitute an Event of Default has happened, the

Company shall, forthwith give notice thereof to the Debenture Trustee

in writing specifying the nature of such Event of Default or of such

event.

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Note:The Issuer reserves its sole and absolute right to modify (pre-pone / postpone) the above issue schedulewithout giving any reasons or prior notice. In such a case, investors shall be intimated about the revised timeschedule by the Issuer. The Issuer also reserves the right to keep multiple Deemed Date(s) of Allotment at itssole and absolute discretion without any notice. In caseij the Issue Closing Date / Pay in Dates is/are changed(pre-poned / postponed), the Deemed Date of Allotment may also be changed (pre-poned / postponed) by theIssuer at its sole and absolute discretion.

Consequent to change in Deemed Date o/Allotment, the Coupon Payment Dates and/or Redemption Datemay also be changed at the sole and absolute discretion of the Issuer.

Other Terms and Conditions of the D~bentures

Common form of Transfer

The Debentures issued under this Issue would only be in dematerialised form and there would beno physical certificates of the Debentures issued.

Pursuant to listing, trading in the Debentures will be in the compulsory demat segment of thestock exchange. The market lot will be one Debenture. Since the Debentures are being issuedonly in dematerialised form, odd lots will not arise either at the time of issuance or at the time oftransfer of the Debentures. However, the Issuer shall stipulate a common transfer form forphysical holdings if at any time Debentures in physical form come into existence due to exerciseof a rematerialisation option provided by the Depository to any Investor.

Information related to Terms of the Offer

The Debentures being offered are subject to the provisions of the Companies Act, the Memorandumand the Articles, the terms of this Offer Document, the Application Form and other terms andconditions as may be incorporated in the letter(s) of Allotment and/or debenture certificate(s).

Over and above such terms and conditions, the Debentures shall also be subject to laws asapplicable, guidelines, notifi~ations and regulations relating to the issue of capital issued from timeto time by IRDAI, SEBI, the Government of India, RBI and/or other authorities and other documentsthat may be executed in r~spect of the Debentures.

Authority for the Issue

The, Issue has been authorised by the Issuer through the resolution(s) passed by the board ofdirectors of the Issuer and the shareholders of the Issuer on January 31,2017 and January 31,2017,respectively. The Issuer confirms that 'the aggregate borrowing post-Issue would be less than theaggregate of share capital and free reserves of the Issue.

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Role and Responsibilitiesof Trustees

Additional Covenants

Governing Law and

Jurisdiction

Costs and Expenses

Relevant Guidelines

The Trustees shall perform its duties and obligations and exercise its

rights and discretions, in keeping with the trust reposed in the Trustees

by the holder(s) of the Debentures and shall further conduct itself, and

comply with the provisions of all applicable laws, provided that, the

provisions of Section 20 of the Indian Trusts Act, 1882, shall not be

applicable to the Trustees. The Trustees shall carry out its duties and

perform its functions as required to discharge its obligations under the

terms of the SEBI Regulations, the Securities and Exchange Board of

India (Debenture Trustees) Regulations, 1993, Companies Act, the

Debenture Trusteeship Agreement, this Offer Document and all other

related transaction documents and applicable laws, with due care,

diligence and loyalty.

• Security Creation: Not applicable

• Default in payment: The Company shall be in compliance with SEBI

(Issue and Listing of Debt Securities) Regulations, 2008 as amended

from time to time. Further the Company shall also adhere to any

other guidelines / regulations applicable for private placement of

listed debt securities

• Delay in Listing: The Company shall be in compliance with SEBI

(Issue and Listing of Debt Securities) Regulations, 2008 as amended

.from time to time. Further the Company shall also adhere to any

other guidelines / regulations applicable for private placement of

listed debt securities

The Debentures are governed by and will be construed in accordance

with the Indian law. The courts at Mumbai shall have exclusive

jurisdiction with respect to matters relating to the Issue.

All costs, charges and expenses in connection with or relating to the

Issue (including but not limited to costs of legal fees, professional

charges, and stamp duty) shall be on account of the Issuer.

In addition to the IRDAI Regulations, this issuance would adhere to the

following guidelines/regulations:

• The SEBIRegulations

• The Companies Act

• The SEBILODR Regulations

• FEMA read with rules and regulations made thereunder; and

• Any other guidelines / regulations applicable for private placementof listed debt securities

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Additionally, pursuant to the IRDAI Regulations, IRDAI has pursuant to its letter dated March 9,2017has granted its approval to the Issuer for the Issue. No further approvals are required from anyGovernment authority for the Issue.

Nature of Debentures

The instrument is to be issued in the form of unsecured, subordinated, fully paid-up, listed,redeemable, non-convertible debentures.

Offer Procedure

Allotment Letter(s) / Debenture Certifieate(s) / Refund Orders

The beneficiary account of the investor(s) with NSDL / Depository Participant will be given initialcredit within two business days from the Deemed Date of Allotment. The initial credit in theaccount will be akin to the letter of Allotment. On completion of the all statutory formalities, suchcredit in the account will be akin to a Debenture certificate.

Who can apply?

These categories of investors, when specifically approached, are eligible to apply for this privateplacement of Debentures:

• Indian promoter as defined under the Insurance Regulatory and Development Authority ofIndia (Registration of Indian Insurance Companies) Regulations, 2000, as amended fromtime to time which means:

? Company formed under the Companies Act, which is not a subsidiary as defined underthe Act;

o Core investment company (as per the Core Investment Companies (Reserve Bank)Directions, 2011);

o Banking company (Banking Regulation Act, 1949),but does not include a foreign bankor branch thereof functioning in India;

o Public financial institution (as per Companies Act);

o Co-operative society;

o a person, who is an Indian citizen or a combination of persons who are Indian citizens;

o a limited liability partnership formed under the Limited Liability Partnership Act, 2008with no partner being a non-resident entity/person resident outside India as definedunder the Foreign Exchange Management Act, 1999 and not being a foreign limitedliability partnership registered thereunder.

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• Indian investor as defined under the Insurance Regulatory and Development Authority ofIndia (Registration of Indian Insurance Companies) Regulations, 2000, as amended fromtime to time.

• Foreign investors as defined under the Indian Insurance Companies (Fo~eign Investment)Rules, 2015 means i.e. all eligible non-resident entities or persons resident outside Indiainvesting in the equity share of an Indian insurance company, as permitted to do so throughforeign direct investment and foreign portfolio investment windows under FEMAregulations.

• Other persons as may be approved by IRDAt

All investors are required to comply with the relevant regulations / guidelines applicable to them forinvesting in this issue of Debentures. '

Availability of Offer Document and Application Forms

This Issue is a pri~ate placement of Debentures. Only Eligible Investors can subscribe to the'seDebentures.

Mode of Payment

Payment can be made through NEFT/ RTGS/ other permitted online mechanisms as per bankingdetails given below. Eligible Investors to note that no payment shall be accepted in cash.

Banking Details:

Account Name- Tata AIG General Insurance Company Limited- Subordinated DebtBank Name- Deutsche Bank, Fort BranchISFC Code- DEUT0784BBYAccount Number- 0525063002

•, Submission of Completed Application Forms

All Applications duly completed and accompanied by account payee cheques shall be submitted atthe Issuer's office.Procedure for applications by Mutual Funds and Multiple Applications

The Application Forms duly filled shall clearly indicate the name of the concerned scheme for whichapplication is being made and must be accompanied by certified true copies of:

• SEBIregistration certificate;

'. Resolution authorising investment and containing operating instructions; and

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• Specimen signatures of authorised signatories.

Despatch of Refund Orders

The Issuer shall ensure dispatch of refund orders by registered post or speed post or courier serviceand adequate funds for the purpose shall be made available.

Alternatively, payment can be made through electronic transfer as per banking details given in theapplication form.

Minimum Application Size

The application must be made for a minimum of 10 Debentures.

Depository Arrangement

The Issuer has made depository arrangements with NSDL for issue and holding of the Debenturesin dematerialised form.

As per the provisions of Depositories Act, 1996, the Debentures issued by the Issuer should be.heldin a dematerialised form, i.e. not in the form of physical certificates but be fungible and berepresented by the statement issued through electronic mode. In this context:

• The Tripartite Agreements have been executed~

• An applicant has the option to seekallotment of Debentures in electronic mode only.

• Anapplicant who wishes to apply for Debentures in the electronic form must have at leastone beneficiary account with any of the Depository Participants of NSDL prior to makingthe application.

• The applicant seeking allotment of Debentures in the electronic form must necessarily fill inthe details (including the beneficiary account number and Depository Participant's 10)appearing in the Application form under the heading 'Request for Debentures in ElectronicForm'.

• Debentures allotted to an applicant in the electronic account form will be credited directly tothe applicant's respective beneficiary account(s) with the Depository Piirticip~nt.

• For subscription in electronic form, names in the application form should be identical tothose appearing in the account details in the Depository. In case of joint holders, the namesshould necessarily be in the same sequence as they appear in the account details in theDepository.

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• In case of allotment of Debentures in electronic form, the address, nomination details andother details of the applicant as registered with his/her Depository Participant shall be usedfor all correspondence with the applicant. The Applicant is therefore responsible for thecorrectness of his/her demographic details given in the application form vis-a-vis those withhis/her Depository Participant. In case the information is incorrect or hl.sufficient, the Issuerwould not be liable for losses, if any.

Face Value

Each Debentures shall have a face value of Rs. 1,000,000/- (Rupees Ten Lakhs).

Payment on Application

The full face value of the Debentures applied for, is to be paid along with the Application Form. TheApplication Money must be paid from the bank account of the Eligible Investor who wishes tosubscribe to the Debentures by submitting a valid Application Form.

Deemed Date of Allotment

The Deemed Date of Allotment is as per the "Summary Term Sheet" as provided hereinabove.

Minimum Lot Size

The minimum lot size for trading of the Debentures on theBSE is proposed to be 1 (One) Debenture.

Payment of Interest

The interest payable to each Debenture Holder shall be paid by interest warrants bearing theCoupon Payment Dates. Such warrants shall be dispatched to the Debenture Holders whose namesappear m the register of Debenture Holders on the record date and in case of joint holders to the onewhose name appears first in the register of Debenture Holders. In the event of the Issuer notreceiving any notice of transfer on the record date i.e. 15 calendar days before the Coupon PaymentDates, the transferee(s) for the Debenture shall not have any claim against the Issuer in respect ofamount so paid to the registered Debenture Holders.

The interest shall be computed on the basis of actual/actual.

Wherever the signature(s) of such transferor(s) in the intimation sent to the Issuer is/are not maccordance with the specimen signature(s) of such transferor(s) available on the records of theIssuer, all payments on such Debenture(s) will be kept at abeyance by the Issuer till such time as theIssuer is satisfied in this regard.

No mterest / interest on interest shall accrue on the Debentures after the date ofmaturity/redemption of the respective instruments. The last interest payment will beproportionately made on the Redemption Date.

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Interest on Application Money is payable at the applicable coupon rate (subject to deduction of taxat source at the rates prevailing from time to time under the provisions of the LT. Act or anystatutory modific~pon or re-enactment thereof), will be paid on the entire application money on allvalid applications. The same will be released within 30 days from the Date of Allotment.

Such interest shall be paid for the period commencing from the date of realisation of thecheque(s)/draft(s) up to one day prior to the date of Allotment. The interest warrants will bedispatched by registered post at the sale risk of the applicant, to the sole/first applicant.

No interest on Application Money would be payable in cases of invalid Applications.

Effect of Holidays

As per SEBI circular CIR/IMD/DF-l/122/2016 dated November 11, 2016, 1£any Interest PaymentDate falls on a day that is not a Business Day, the payment shall be made on the following workingday however the dates of the future coupon payments would be as per the schedule originallystipulated at the time of issuing the security. In other words, the subsequent coupon schedule wouldnot be disturbed merely because the payment date in respect of one particular coupon payment hasbeen postponed earlier because of it having fallen on a holiday.

1£the Redemption Date falls on a day which is not a business day, payment of principal amount(along with part-interest) shall be made one business day prior to the Redemption Date (interestpayable will be adjusted to account for advancement in payment).

Tax Deduction at Source

Income tax will be deducted at source from interest on Application Money as per applicableprovisions of the LT. Act and as applicable from time to time. In respect of interest on ApplicationMoney, the relevant document (Form ISAA / ISH) should be submitted along with the applicationform.

Where any deduction of Income Tax is made at source, the Issuer shall send to the DebentureHolder a Certificate of Tax Deduction at Source.

Mode of Transfer

Transfer of Debentures in dematerialised form would be in accordance with the rules / proceduresas prescribed by NSDL/Depository participant.

Payment on Redemption

The payment of the redemption amount of the Debentures will be made by the Issuer to theregistered Debenture Holders recorded in the books of the Issuer and in the case ofjoint holders, tothe one whose name appears first in the register of Debenture Holders as on the record date. In theevent of the Issuer not receiving any notice of transfer, before the record date, the transferee(s) for

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the Debenture(s) shall not have any claim against the Issuer in respect to the amount so paid to theregistered Debenture Holders.

The Debentures held in the dematerialised form shall be taken as discharged on payment of theredemption amount by the Issuer on maturity (or exercise of call option) to the registered DebentureHolders whose name appears in the register of Debenture Holders on the record date. Suchpayment will be a legal discharge of the liability of the Issuer towards the pebenture Holders. Onsuch payment being made, the Issuer will inform NSDL and accordingly the account of theDebenture Holders with NSDLwill be adjusted.

The Issuer's liability to the Debenture Holders towards all their rights including for payment orotherwise shall cease and stand extinguished from the due dates of redemption (either on maturityor excericse of call option as the case may be) in all events. Further the Issuer will not be liable topay any interest or compensation from the dates of such redemption. On the Issuer dispatching theamount as specified above in respect of the. Debentures, the liability of the Issuer shall standextinguished.

The mode of interest / redemption amounts shall be undertaken in the following order of preference:

Real Time Gross Settlement (URTGS")

An Applicant having a bank account with a branch which is RTGSenabled in accordance with theinformation available on the website of the RBI and whose payment amount exceeds Rs. 2 lakh (oras may be specified by the RBI from time to time) shall be eligible to receive money through RTGS,provided the demographic details downloaded from the Depositories contain the nine digit MICRcode of the Applicant's bank which can be mapped with the RBI data to obtain the correspondingIndian Financial System Code ("IFSC"). Charges, if any, levied by the Refund Bank for the samewould be borne by the Issuer. Charges, if any, levied by the Applicant's bank receiving the creditwould be borne by such Applicant. .(

The Issuer shall not be responsible for any delay to the Debenture Holder re~eiving credit of interestor redemption amount so long as the Issuer has initiated the payment process in time.

Cheques or Demand Drafts

Payments by cheques or demand drafts shall be made in the name of the Debenture Holders whosenames appear in the Register of Debenture Holders as maintained by the Issuer or from the registerof beneficial owners as provided by the Depositories. All cheques or demand drafts as the case maybe, shall be sent by registered / speed post / courier service at the Debenture ~olders' sole risk.

DebenfureRedemption Reserve

The Company shall maintain the debenture redemption reserve as per section 71(4) of theCompanies Act, 2013 read with Rule 18(7) of Companies (Share Capital and Debentures) Rules,2014, as amended from time to time, and circulars issued by Government of India in this regard.

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The Issuer confirms that it has not defaulted on any interest payment or redemption payment onany series of Debentures, issued by it from the date of its inception.

Rights of Debenture Holders

The Debenture Holders will not be entitled to any rights and privileges of shareholders other thanthose available to them under statutory requirements. The Debenture shall not confer upon theDebenture Holder the right to receive notice, or to attend and vote at the general meetings of theCompany. The Debentures shall be subjected to other usual terms and conditions incorporated inthe Debenture certificate(s) that will be issued to the allottee(s) of such Debentures by the Issuer.

Modification of RightsThe rights, privileges, terms and conditions attached to the Debentures may be varied, modified orabrogated with the consent, in writing, of those holders of the Debentures who hold at least threefourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to aspecial resolution passed at a meeting of the Debentureholders, provided that nothing in suchconsent or resolution which modifies or varies the terms and conditions of the Debentures shall beoperative against the Company, if the same are not accepted by the Company.

Future Borrowings .

The Issuer shall be entitled from time to time to make further issue of Debentures and to raisefurther loans, advances or such other facilities from banks, financial institutions and / or any otherperson(s)on the security or otherwise of its assets without any further approval from the DebentureHolders.

Transferability of Debentures

All requests for transfer of securities / other documents should be sent to the office of the Registrarof issue.

Right to accept / reject Applications

The Issuer is entitled at its sole and absolute discretion to accept or reject any Application, in part orin full, without assigning any reason. Application Forms which are incomplete or which do notfulfill the terms and conditions indicated on the reverse of the Application Form are liable to berejected.

Basis of Allocation / Allotment

The Issuer will decide the basis of Allotment. The Issuer reserves the right to reject any/allApplications at its sole discretion, without assigning any reason whatsoever.

Documents to be Provided by Eligible Investors

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Eligible Investors need to submit the following documentation, along with the Application Form, asapplicable:

• The memorandum and articles of association / documents governing constitution;

•• Resolution authorising investment in Debentures;

• Certified true copy of the power of attorney, if applicable;

• Form 15 AA for investors seeking exemption from tax deduction at sour~e 'from interest onthe Application Money;

• Specimen signatures of the authorised signatories duly certified by an appropriate authority;

• SEBI registration certificate (for mutual funds);

• Certified copy of the Permanent Account Number card.

Dispatch of Documents

The refund orders and cheques / demand drafts / other instruments of payment, as the case may be,shall be dispatched by registered post / courier or by hand delivery to the address of the holderwhose name appears first in the register of Debenture Holders. This will be at the sale risk of theaddressee. '

Debenture Holder not a Shareholder

The Debenture Holders will not be entitled to any of the rights and privileges available to theshareholders of the Issuer.

Governing Law

The Debentures are governed by and shall be construed in accordance with the existing Indian laws.Any dispute arising thereof will be subject to the jurisdiction at the city of Mumbai.

Discount on the Offer Price of tIle Debentures

The Debentures are being issued at face value and without any discount to the Issuer price.

Servicing Behavior on Existing Debts

Not applicable

Permission / Consent from Existing Creditors for Creation of any Charges in Favour of the Trustee

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To protect the interests of the Debenture Holders, the Issuer has entered into a Debenture TrusteeAgreement dated March 17, 2017. in respect of the Issue. Axis Trustee Services Limited, through itsletter no. ATSL/C0/16-17/0208 dated March 10, 2017 has given its consent to the Issuer for itsappointment as the Debenture Trustee in accordance with Regulation 4(4) of the SEBI Regulations.The consent letter no. ATSL/C0/16-17/0208, is enclosed as Annexure VIII to this Offer Document.

The address of the Debenture Trustee is as follows:

Axis Trustee Services LimitedRegistered Office: 2nd Floor,Bombay Dyeing Mill Compound,Pandurang Budhkar Marg,Worli, Mumbai- 400 025

Rating Rationale Adopted by Rating Agencies

AA+ (Stable) by CRISIL for Rs. 178 crore and AA+ (Stable) by ICRA for Rs. 178 crore. The rating isnot a recommendation to buy, sell or hold securities and investors should take their own decision.The rating may be subject to revision or withdrawal at any time by the assigning rating agency andeach rating should be evaluated independently of any other rating. The ratings obtained are subjectto revision at any point of time in the future. The rating agencies have a right to suspend orwithdraw the rating at any time on the basis of new information etc.

Listing of Debentures

Listing of the Debentures is proposed to be carried out on the WDM of BSE.

BSE

Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai,Mahanishtra - 400001

BSE has, vide its letter no. DCS/COMP/PK/IP-PPDI/904/16-17, given in-principle approval to listthese debe~tures on the WDM segment of the BSE.

Indicative Cashflow Schedule

As per the SEBI circular No. CIR/IMD/DF/18/2013 dated October 29,2013, the cash flows emanatingfrom each Debenture is mentioned below by way of an illustration. This calculation is based on theassumption that the Deemed Date of Allotment will be on March 21, 2017 and the scheduledredemption date is a business day and is merely illustrative. If there is a change in the Deemed Dateof Allotment, calculations will change accordingly.

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Series Redemption Amount Period of Maturity Yield on Redemption

Tata AIGRs. 10,00,000/-

NCD 2017 -(per debenture)

10 years 8.52% per annumSeries I

ace Value (per security)ssue Date / Date of Allotmentedemption DateCall option Dateau onRaterequency of the Interest Paymentay Count Convention

ata AIG Genereal Insurance Company Limitedata AIG NCD 2017 -Series Is. 10,00,000/- (Rupees Ten Lakhs only)arch 21, 2017

arch 21, 2027

arch 21, 2022

.52% per annu:p1nnualctual/ Actual

If the Redemption Date falls on a day which is not a business day, payment of principal amount(along with part-interest) shall be made one business day prior to the Redemption Date (interestpayable will be adjusted to account for advancement in payment).

Cash Flowscoupon

and

Frida , March 21, 2025

Monda , March 21, 2022

151,656,000

151,656,000

151,656,000

151,656,000

151,656,000

151,656,000

151,656,000

151,656,000

151,656,000

Amount inRupees)

365

365

365

366

365

365

365

366

365

No. ofDays

365/365

365/365

365/365

366/366

365/365

365/365

365/365

366/366

Daycount(Actual!Actual)

365/365

i.e.

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Thursda , March 21, 2024

Saturda , March 21, 2026

Tuesda , March 21, 2023

ModifiedpaymentRedemption DateDate of Pa mentWednesday, March 21,2018

Saturda , March 21, 2020

Thursda , March 21, 2019

Tuesda , March 21, 2023Thursday, March 21,2024


Wednesday, March 21,2018

Thursday, March 21,2019

Saturday, March 21,2020

Frida , March 21, 2025Saturday, March 21,2026

Sunda , March 21, 2021

Original Coupon andRedemption date

on

on

on

on

on

CashFlows

1stCou on2ndCou on3rdCou on4thCou on


•WITH YOU ALWAYS

10thCou onPrincipal

Sunda ,March 21, 2027Sunda ,March 21, 2027

Saturda ,March 20, 2027Saturda ,March 20, 2027

364/365 364 151,240,5041,780,000,000

Assumption: For the purpose of the above illustration, ail Sundays and 2nd and 4th Saturdays have beenconsidered as non-working day. Wherever the coupon/interest payment dates and redemption/maturity datearefailing on days which are not business days, the effect of holidays has beenfactored in under such cases.

Issue Schedule

Issue opens on- March 21,2017

Issue closes on- March 21,2017

Pay In Date- March 21,2017

Deemed Date of Allotment - March 21, 2017

Note: In the case of full subscription to the Issue Amount, the Issuer may at its own discretion, closethe Issue earlier than the date mentioned hereinabove.

As this is an issuance of Debentures at par value, there is no valuation for this Issue. The Debenturesare being issued at par.

Principle Terms of the Assets Charged as Security, if any.

The Debentures are unsecured.

MATERIAL CONTRACTS

Following table sets forth the statement containing particulars of, dates of, and parties to all materialcontracts and agreements of the Issuer relating to the Issue:

Sr. No. Contracts and Authorisations related to the Issue1 Certified copy of the Memorandum and Articles.2 Certified true copy of the resolution(s) passed by the Board on January 31, 20173 Certified true copy of the resolution(s) passed by the shareholders of the Issuer on4 Approval for IRDAI vide letter dated March 09, 20175 Credit rating letter dated February 22, 2017 from CRISIL6 Credit rating letter dated February 28, 2017 from ICRA.7 Letter dated March 10, 2017 from Axis Trustee Services Limited giving its consent to act8 Copy of the Debenture Trustee Agreement.9 Copy of the "in-principle" approval letter dated March 16, 2017 from BSE10 Tripartite Agreements dated March 14, 201711 Registrar Acceptance Letter dated March 14, 2017

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WITH YOU ALWAYS

Copies of the contracts and documents, may be inspected at the Registered Office of the Issuerbetween 10.00 a.m. and 12.00 noon on any working day (Monday to Friday) until the date of closingof the Issue.

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DECLARA nON


•WITH YOU ALWAYS

The Issuer shall, till the redemption of Debentures, submit its latest audited/ limited review halfyearly consolidated (wherever available) and standalone financial information such as Statement ofProfit & Loss, Balance Sheet and Cash Flow Statement and auditor qualifications, if any, to theDebenture Trustees within the timelines as mentioned in Simplified Listing Agreement issued bySEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time totime. Besides, the Issuer shall within 180 days from the end of the financial year, submit a copy ofthe latest annual report to the Debenture Trustees and the Debenture Trustees shall be obliged toshare the details so submitted with all the existing Debenture holder(s) within two working days oftheir specific request.

The Issuer undertakes that this Information Memorandum contains full disclosures in conformitywith FORM PAS-4 prescribed under section 42 and rule (I) of the Companies (Prospectus andAllotment of Securities) Rules, 2014, SEBI (Issue and Listing of Debt Securities) Regulations, 2008issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended and SEBI(Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended and As per SEBI CircularCIR/IMD/DF/18/2013 Dated October 29, 2013 and the SEBI (Issue and Listing of Debt Securities)(amendment) regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 datedJanuary 31, 2014.

The Company has complied with the provisions of the Act and the rules made there under. It is tobe distinctly understood that compliance with the Act and the rules does not imply that repaymentof interest and/or redemption amount, is guaranteed by the Government of India.

The Company undertakes that the monies received under the issue shall be utilized only for thepurposes and 'Object of the Issue' indicated in the Information memorandum.

The Issuer accepts no responsibility for the statements made otherwise than in the InformationMemorandum or in any other material issued by or at the instance of the issuer and that anyonerelying on such information from any other source would be doing so at his own risk.

The undersigned has been authorized by the Board vide resolution dated January 31, 2017 to signthis Information Memorandum and declared that all the requirements of the Act, SEBI (Issue andListing of Debt Securities), Regulation, 2012, regulations, guidelines and circulars issued there underin respect of the subject matter of this form and matters incidental thereto have been complied with.

Whatever is stated in this Information Memorandum and in the attachments thereto is true andcorrect and complete and no information material to the subject matter of this form has been

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&IWITH YOU ALWAYS

suppressed or concealed and is as per the original records maintained by the promoter subscribingto the Memorandum and Articles of the Company.

It is further declared and verified that all the required attachments have been completely, correctlyand legibly attached to this Information Memorandum.

For Tata AIG General Insurance Company Limited

\b Name: Mr. Kurush J. Daruwalla

~ Designation: Chief Operating Officer & Company Secretary

Place: Mumbai

Date: 17th March 2017

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ANNEXURES

ANNEXURE 1- APPLICA nON FORM


WITH YOU ALWAYS

Tata AIG General Insurance Company LimitedCIN: U85110MH2000PLC128425

Registered Office: 15th Floor, Tower A, Peninsula Business Park, G K Marg, Lower Parel, Mumbai -400013

Tel: 91-22-6669 9706: Fax: 91-22-6669 9775Email: [email protected]

Website: https://www.tataaiginsurance.in

APPLICA nON FORM~-~

To,

The Board of Directors

Tata AIG General Insurance Company Limited15th Floor, Tower A, Peninsula Business Park, G K Marg, LowerParel, Mumbai - 400013

Dear Sirs,

FOR OFFICE USE ONLY

Serial No.

1. . We, the undersigned, confirm that we have full legal capacity to contract and, having read theInformation Memorandum dated March 17, 2017, we hereby irrevocably apply for and requestyou to accept our application for the under-mentioned value to subscribe for Listed RatedUnsecured Taxable Redeemable Non Convertible Debentures ("NCD") as set out in theInformation Memorandum to which this application form is attached.

Name of the Applicant

Address

Telephone

Fax

E-mail

Depository Participant ID

Details of Depository Participant of theApplicant

Number of NCDs applied for

Total amount payable as application moneyfor the NCDs

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http://https://www.tataaiginsurance.in


•WITH YOU ALWAYS

2. The Application money has been remitted to the Company as per the details set out below.

BeneficiaryTata AIG General Insurance Company Limited-Subordinated Debt

Bank Deutsche BankBranch FortAccount No. 0525063002IFSC Code DEUT0784BBYPAN of the beneficiary AABCT3518QDate of transfer of moneyApplication money has been paid bycheque/ demand draft/ TelegraphicTransfer/Swift Transfer/ other[strike whichever is not applicable]Attach proof of transfer of money

Any other details

3. We undertake to execute such other documents and do all such other acts, if any necessaty onour part to enable us to.be registered as the holder(s) of the NCD's which win be allotted to us.

4. We authorise you to enter our name(s) in the Register of Debenture holders of the Company inrespect of such number of NCD's, respectively, which will be allotted to us.

5. We confirm and acknowledge that we have react and understood the contents of theInformation Memorandum and the Debenture Trust Deed dated Macrh 17, 2017 between theIssuer and the Debenture Trustee and have made our own independent assessment of themerit of the investment in the NCDs.

Rubber stamp/seal of theApplicant, if not an

individual

Signature:

Name

Date

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•WITH YOU ALWAYS

ANNEXURE II-CRISIL RATING LETTER

RatingsCONFIDENTIAL

TAIGICL TDIl 72784/SUBDEBT/02 1700872February 22, 2017

Ms, Poornima SubramanianChief Financial OfficerTata AIG General Insurance Company Limited15th Floor, Tower APeninsula Business ParkGanpatrao Kadam Marg Lower ParelMumbai - 400013

Dear Ms. Poomima Subramanian,

CRISILAn sapGlobal Company

Re: CRISIL Rating on the Rs.I78 Crore Subordinated Debt of Tata AIG General Insurance CompanyLimited

We refer to your request for a rating for the captioned Subordinated Debt.

CRISIL has, after due considcration, assigned its "CRISIL AA+/Stable" (pronounced as CRISIL doublc A Plusrating with Stable outlook) rating to the captioned debt instrumcnt. Instruments with this rating are considered tohave high degree of safety regarding timely servicing of financial obligations. Such instruments carry very lowcredit risk.

For th~ purpose of issuance of the captioned debt instrument, this letter is valid for 180 calendar days from thedate of the letter. In the event of your company not placing the above instrument within this period, or in theevent of any change in the size/structure of your proposed issue, the rating shall have to be reviewed and a letterof revalidation shall have to bc issued to you. Once the instrument is issued, the above rating is valid throughoutthe life of the captioned debt instrument.

As per our RatingAgreement, CRJSIL would disseminate the rating along with outlook through its publicationsand other media, and keep the rating along with ouUook under surveillance for the life of the instrument.CRISIL reserves the right to withdraw or revise the ratings assigned to the captioned instrument at any time, onthe basis of new information, or unavailability of information or other circumstances, which CRISIL believes,may have an impact on the rating.

As per the latest SEBI circular (reference number: CIRlIMDIDF/17/2013; dated October 22, 2013) oncentralized database for corporate bonds/debentures, you are required to provide international .securiliesidentification number (IS1N;along with the reference number and the date of the rating leiter) of allbond/debenture issuances made against this rating letter to us. n,e circular also requires you to share thisinformation with us within 2 days after the allotment of the lSIN. We requcst you to mail us all the necessaryand relevant information at [email protected]. This will enable CRISIL to verify and confirm 10 thedepositories, including NSDL and CDSL, thc ISIN details of debt rated by us, as required by SEBI. Feel free tocontact us for any clarifications you may have at [email protected]

Should you require any Clarifications, please fcel free to get in touch with us,

With warm regards,

You~ sincerely,

~Abhijit RoyAssociate Director. CRISIL Ratings

~~':;;'J _~.,;~,~._ ..-Nivcdita ShibuAssociate Dircctor - CRISIL Ratihgs

A CRISIL rating reflects c;RISlL. 's current opinion on tho likelihood of tImely payment of the obligations under the rated instfUmtJnt anddoes not constitUte en sudlt of the fated enUty by CRISIL. CRIS!L ratings ate based on Information provlded by the issuer or obtamedby' CRISrL fTcm sources It considers reliable. CRiSIL does not gusrantee the completeness or accuracy of the information on whfch therating Is bsssd. A CR/SIL (BOng Is not 8 recommendatIOn to buy, self, Of hold the i'Bted instrument; it does not comment on the mamatprlce or sultabnlfy for 8 parricUlar investor. An CRIS/L ratings ere under surveHlance. Ratings tire reviSfKlas and when circumstances sowanant. CRISfL is nol responsible fOr any errors and especially stares- that it has no financial liability whatsoever to the subscribers Iusers I transmitters I diStrlbutors of this prodl1Ct. CRISIL RatIngs rating critttria are available without ch8rgO to the public on the CRIS/Lweb site, www.crisJl.oom. For lhe latest rating information on any Instrument of Bny company rated by CRfSlL, please contact Customerservice HelDdeslie' 18QO.267-1301.

CRISIL UmltlldCorporate/dantlt)' Number: L67120MH1997PLC042363

'Raglate •••d OffIce: CR/SILHou.e, Central Avenue, Hlranandanl Business Park, Powal, Mumbai -400076. Phone: +91 22 3342 3000 I Fax; +91 2240405800www.crisll.com

of 103

mailto:[email protected].


http://www.crisJl.oom.

http://www.crisll.com


ANNEXURE III- ICRA RATING LETTER


IIWITH YOU ALWAYS

(i)ICRAMs. Poomlma SubramanianChief Financial OfIlcerTata AIG General Insurance Company UmltedPeninsula Business Park, Tower A, 15th Floor,G.K.Marg, lower Pare!,Mumbai -400 013.

Dear Ma'am,

ICRA LimitedCONFIDENTIAL

Ref: 2016-17/MUM/1682February 28, 2017

Re: 'CRA Credit Rating for the Rs, 178 crore Non-Convertlble Debentures (subordlnatad debt) of Tata AIG Ganerallnsurance Company"Umited "

Please refer to your Rating Requisition and sUbsequent Rating Agreement dated December 28, 2016 and the email dated February 23, 2017 forcarrying out the rating of the aforesald debl programme. The Rating Commitjee of ICRA, after due consideration, has assigned a '(ICRA)AA+"(pronounced as ICRA double A plus) rating with Stable Outlook 10 the captioned debt programme. Instruments with this rating are considered tohave the high degree of safely regarding timely selViclng of financial obligations. Such instruments calT)' very low credn risk. The suffix of '+' or '.'may be used with the rating symbolto"indicate Ihe comparative position within the group covered by the symbol. In any of your publicity material orother document wherever you are using our above rating, it should be slated as "[ICRA]AA+" with Stable Outlook.

This rating is specific to the terms and conditions of the proposed issue as was indicated to us by you and any change in the terms or site of theissue would require the rating to be reviewed by us. If there is any change in the terms and conditions or size of the instrument rated, as above, thesame must be brought to our notice before the Issue of the Instrumenl If there is any such change after the rating is assigned by us and confirmedto use by you, it would be Subject to our review and may result In change In the rating assigned,

leRA reservas the right to suspend, withdraw or revise the above at any time on the basis of new Information or unavailability of information or suchother cirCumstances, which ICRA beUeves, may have ali impact on the rating assigned to you. "

The rating, as aforesaid, however, should not be treated as a recommendation to buy, sell or hold the bonds to be issued by you. If the instrumentrated, as above, is not Issued by you within a perted of 3 months from the date of this letter communicating the rating, the sa!l1e would standwithdrawn unless revalida~ed before the expiry of 3 months. '

You are required to forthwith inform us about 8I1Y default or delay in repayment of interest or principal amount of the Instrument rated, as above, orany other debt instruments! borrowing. You are also required to keep us forthwith Infonmed of any other developments which may have a direct orindirect impact on the debt servicing capability of the company Including' any proposal for re-schedulement or postponement of the repaymentprogrammes of the duesl debts of the companywi1h any Iender(s) 1investor(s),

You are required to inform us Immediately as and when the borrowing Umit for the inslrumentrated, as above, or as prescribed by the regulatoryauthority (ies) is exceeded.

We thank you for your kind cooperation extended during the course of the rating exercise. Should you require any clarification, please do nolhesitate to get in touch with us.

With kind regards,Yours sincerely,for ICRA Limited

~SANSenior Vice [email protected]

@L~V1BHOR MITT ALVice Presidentvibhorm@icraindia,com

3rd Floor, Electric Mansion, Tel. : + 91 22 6169 3300/301 Website: www.lcra.lnAppasaheb Marathe Marg, Fax: + 912224331390 email : [email protected], Mumbal400 025. CIN : l74999Dl1991PLC042749Registered Offlce: 1105, Kailash Building, 11th Floor. 26, Kasturba Gandhi Marg, New Delhi -110 OOI~Tel.: +(91-11) 23351940-50 Fax: + (91.11) 23357014

RATING. RESEARCH. INFORMATION

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http://www.lcra.ln



•WITH YOU ALWAYS

ANNEXURE IV- BSE IN-PRINCIPLE APPROVAL

3SEEXPERIENCE THE NEW

DCS/COMP/PKlIP-PPDI/904/16-17March 16,2017

The Company SecretaryTata AIG General Insurance Company limited15th Floor, Tower A,Peninsula Business Park,G K Marg, Lower Parel,Mumbai - 400013

Dear Sir,

Re: Private Placement of 1780 Unsecured, Subordinated, fully paid-up, Rated, Listed,Taxable, Redeemable, Non-convertible Debentures having face value of RS.10,00,OOO/- atpar, aggregating RS.178 Crore, constituting the Subordinated debt.

We acknowledge receipt of your application on the online portal on March 15, 2017 seeking In-principle approval for issue of captioned security. In this regard, the Exchange is pleased to grantin-principle approval for listing subject to fulfilling the following conditions:

1. Filing of listing application and execution of Listing Agreement.

2. Payment of fees as may be prescribed from time to time.

3. Compliance with Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations, 2008 as amended 2012, and submission of Disclosures andDocuments as per Regulations 21, in the format specified in Schedule I of the saidRegulations and also Compliance with provisions of Companies Act 2013.

4. Receipt of Statutory & other approVals & compliance of guidelines issued by the statutoryauthorities including SEBI, RBI, DCA etc. as may be applicable.

5. Compliance with change in the guidelines, regulations directions of the Exchange or anystatutory authorities, documentary requirements from time to time.

This In PrinCiple Approval is valid for a period of 1 year from the date of Issue of this leiter: TheExchange reserves its right to withdraw its in-principle approval at any later stage if the informationsubmitted to the Exchange is found to be Incomplete/ incorrect/misleading/false or for anycontravention of Rules, Bye-laws and Regulations of the Exchange, SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, Guidelines/Regulations issued by the statutoryauthorities etc. Further, it is subject to payment of all applicable charges levied by the Exchangefor usage of any system, software or similar such facilities provided by BSE which the Companyshall avail to process the application of securities for which approval is given vide this leiter.

Yours faithfully,

~o.J~R~~Manager

pJ"1

S&P~;)3SE----SENSEX

sse Umlted CFormetly Bombay Stock Exchange LtdJRegistered Offloo : Floor 25, P J Towers, Dalal.-r. +91 22 22721234/33 E:oorp.ooCOrporaleldentlty Number:

of 103

Pranav SinghAssociate Manager


ANNEXURE V- IRDAI APPROVAL


WITH YOU ALWAYS

3I"R.~.~, FCA, ACS

rm >r<r-mtiR.K. Sharma, FCA, ACSGeneral Manager

o~I~~ itlfT ~~~lqq; am fcrcfir~nl~IEIDIIllI INSURANCE REGULATORY ANDinial DEVELOPMENT AUTHORITY OF INDIA

REF: 109/F&A (NL)/GTA/SD/01/2016-17I1 "3Shri Neelesh GargManaging Director & CEOTATA AIG General Insurance Company Ltd.Peninsula Business Park, Tower A, 15th Floor,Ganpatrao Kadam Marg, Lower Parel,Mumbai-400 013

Dear Sir,

March 09, 2017

Sub: Application Seeking Approval for Issue of Subordinated Debt of RS.178 Crore under

IRDAr (Other Forms of Capital) Regulations, 2015

Please refer to your letter dated 13.02.2017 and the subsequent correspondence exchanged on

the above subject.

The Authority hereby grants approval for issuance of Subordinated Debt under IRDAI (other

Forms of Capital) Regulations, 2015 subject to compliance with the following cOnditions:

1. All Instruments shall be fully paid-up and unsecured.

2. Investment in s,uch Instruments by Foreign Investors including Foreign Institutional Investors(Fils) or Foreign Portfolio Investors (FPls) shall be subject to FEMA Regulations.

3. The Insurer shall comply with the terms and conditions, if any, stipulated by SEBIIOtherRegulatory Authorities io the extent their regulations are not in contradiction to IRDAI (OtherForms of Capital) Regulations, 2015.

4. The insurer shall file the Terms Sheet once it is finalised .

. 5. The subscription by the related parties must be in compliance with the Statutory andRegulatory provisions as may be applicable, including those relating to disclosures.

~~

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•WITH YOU ALWAYS

6. The provIsions as regards to interest component shall be in compliance with therequirements of the proviso to the Regulation 5(vii) of the IRDAI (Other Forms of Capital)

Regulations, 2015.

7. The Instruments so issued shall comply with the provisions of IRDAI (Other Forms ofCapital) Regulations, 2015. The insurer shall ensure that at no time shall there be a breachof any of the provisions of the InsuranceAct, 1938 and Regulations framed there under.

8. The Insurer shall file a report to the Authority giving details of the funds raised through issueof these instruments along with a copy of the offer document within 15 days of the date ofallotment.

9. The Insurer shall ensure that the modifications indicated in the previous correspondenceissued by the Authority and agreed to by the Insurer shall be duly adhered to.

The approval of ~heAuthority shall be valid for a period of six months from the date of the

receipt of this letter:

Yours faithfully,

2

of 103

Private PlacementOfferDocument Private and Confidential

ANNEXURE VI- BOARD RESOLUTION

For Private CirculationOnly

•WITH YOU ALWAYS

'(IITU Y,UlJ ALWAYS

f~ •..r""fl" ,I

CERTlnE)) TRUE COPY OF THE RESOLUTIONl'ASSIW BY T1IE BOARD OFDIRECTORS ON31.t.Y~nllal:V i017

"lUCSOLVED TllATpurs~ant to the pnlvisi(,)llS of secticm 2:3, 42 lind 71 and other

applicahle provisioris, if allY, ,of the Companies Act, 2013 (induding allY amendments~ . .

tMreto or Te-enactment thereof) (the,"Act') , the Al'ticles of Association, ,the

Cb.inpanies (Pi:Ol;pectus and, Allotment ,ofSecudUes: ) Rules 2014, theCompu,lJics

(SlmrcCapitaJ ari.dQebentul'cs) Rilles 2rn4, IrtSUranceAct, 1938 and ,the Rules madethereunder, Insurance Re~atory !indDevelopment Auth6i:ity of India: (Other ForlUsof

Capital) Rt}gulati~ns,2b15 and other applicable lawsallqregWajio1:lSif~Yllnd subject

to such <J.PPl'ov<).ls,cOIlsents,:Permissions and sanctioils, if any, of the Wfcmpers;

InSuranc(;l RegulatoJ.:Y Authority of India' (IRPA1) and, any' other appropriate

atitJrorities, hl,stlt1itib'llSor podie$, as may be ,necessary, the. cqnsent be and is hereby

accorded to ,create, offer, 1SSU7' and allot, in one, or more, tranches, unsecured,

$uboJ'ilinated, listed, redeemable,~non-convel'~ibh~deb~n~l.1J,'es('the debentUreS")11ll.vi.ngF:~(J'eValue of lts. 10,oo,oooi" (Rupees Ten J~ald1s,only) toeligi,ble erititi,es for at).

agBregate cOht'iidCratiCinupto Rs. 180;0000,000 (!~upees One I-Iundred and EightYCrote

only) on lJrivate placementbllsis, ,as Way b('ld~cided by't1).e members at 1he Exti'a-

Qr?-inaryGerierar'Mceting.

Rli:SOLVElJ :r.tuRl'ImRTHAl' thedrli1J piivate plaCem9uLoffei~ letter pUrsuaritto

which the brier'or invitation to subscribe the deb<mtures'of the Company willbe made,

,ncopy of which is laid down b,efoi:e'Ulemeeting and initialled by the Chmrman ror ,the

pm:pose of identifj'catlonbe and is hereby approved.

RESOJ.N(j';D li'URl'J£ER THAT Mr. Neele'sh Garg, Mr. Kurush J. rjariiwal1~ Mr.

Vinny Ra() and Ms. PoornimaSribramanian beaD-d arc, hereby, jointly and severally

auth,o:t:izeo. to:

a) settle all'questiortsi,ditiicultic$ or doubts that may ariSe:Ji1-i:egai'd to the iSSUe,oner ot

alloi.m~n1;of debe~ltures,

Reqistered'Offic(J': Ponihsula Businoss Pti.t, Towor A, 11ith flom",.-. . . G: 1<.Mnn~. 'Low~rr~roh Mllrn~Hli ...lion o1i

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~.'


•WITH YOU ALWAYS

Ii) appobttSl.lch consultants, ul1derwriters, debenture t!'l.lstces, rCl:5istrarand transtcl' agents,

bankers, profcljsionals and intcrmcdi,mlcs.:illld all such ~tScncie;') a~ 111<1y bb involved or

cOllC\.~rl1\:din sw~h ()j'fedngs(J fdebel1tures m1d ek:qide theirn:spec'tive remuneration an~l

to enki" into' [mel (~xec.ute all contra,ets, agrcm'rlc1lts,atrallgcmcnts/MOUs/cloclll1lcnls

with sucb agcllcicsas ihay be requil'cq i.lr desirabJc 1ncdnhcctiOllWith theissue.oftlit;

said debentures,<.:) (jpcn a sefmmte hl11l k acc(iunl fOl: purt'i()s~ of tccdying the subscripti~l11.amolint.

d) tak<;:.all steps as may b~ necessary loi'getting the issue of Sul10nTinfltCd Dcht I

Dcbcntutes JiJ;;tcd on Nalional StQck Hxchange;;s .wel to ~xecui:cs1-lCh dQcu\llcnts I,tgreemcnts as may he ltcecssary.

R}j~SOLYEl) FtJRTHER TIiAT any two Directors oftlleC01llp<ll1Y be and atehcrchy

authorized tQ dctcf.Qiirie the date' of illlouncntand allot the said debentures to the

alli)t\ees on. receiving fhe f'nil mnOlUlt of subsc;ripuon.

lmSOLVEn FURTHER TJ1ATUleExtraOrd~nary qon:eral Meotingofthc C(lmpaiw

be hold .OJ1 31st JanU11ry 2017 al ibO pm at theRogistercd Office ofthe COll1pimy.

RES6l.NI!~D ,f'VRrnER THAt the Noticc convening the. Extra Ordinary General

Meetin~ 0 f the Compimybe 1111d ishereby approved lU:\d.th~ltthe' CompailY Sccretat'y be

and is hcyebyauthorised t() sigil on bchalfofthc COmpany m;l~tQj~slie; the sarne to iillmembers of the Company us alsotospchpersons en,titlcd to receive'the same,

RKSOLvrm FORTHER THAT for the Ij'lu'pose0:[ ghdllgeffect to this l'eso.1nli()IJ,

Mi', Neclcshmu"g, CEO lUid Managing Dircctol" <l!Kl Mr. Kutllsh J. Darl,lwa11a, COO

llnd C:oJ1lpanySGCrelary, be llnd arc heret,y authodsed, jQintlya!ld sQverallyo;n behalf

of theC(~ri1pal1y, ttl clballacts, deeds, inattcl"S and ,things. as 1hey may deem nccessliry,

propel' Ql'desirablc a.ild to sigll <Ui,dcxe<;,utc all.necessary dOC\lments, applications mId

returns for the purpose Qfgl'vil1g effect to this resolutioll,"

MilmbaiUnted: 13th FchrUl)l',y 2017

K\~rtll;h J., l>aruwallaChicfOp'c,"at'iilg ,Officer &COntplrny Sec.'ctary

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•WITH YOU ALWAYS

ANNEXURE VII: SHAREHOLDERS' RESOLUTION

W,lTlJ you JU.WAYS

Tut'o.AIG. GOlla.Tal Insurnrlt:e'C()nln~.:1.nv qh"lftgd"r;~i-;;~~;i1~;;;;;~~~~r;;;.k:~;;~~-;';.i\;'1'i5tl,-~i~;~-~"_..".-.... ,GtIJll)"'tl:r1i,'K~l~lu,nMnrO,Lo\Np.i'l~nrol. M\ll11hn.i,.',mn 01~i

-i~j~~'i~~j~i;l~.:tr;~~~'~:~'~:IQ8(:IN : llm~t1oMI"7-()(jOPI..C1-2n~?-tl

cEinIFlEI) 't;RVECOPY OE 1.:IJ:EIU1lS0LU'n.QNPASSJCn ATtHl~ EXTRAOlmIN.AltYGJtl'."ERALlVlE',ETING. OF THECOMP ANY. HELD. ON 3i.t.Tan~aryt017 .

"RESOLVEl) .thatptil'stiantto the.ptovisions ofSect1.9ns 23, 42, 71 rind all ()t:4~rapplicable pro'lisions of tilq Cl)mpanies Act, 2Q 13 (as. amended. from time to time)read.with niles :made thereund,ctincltidingihe Companies (Pi:QspectqsandAllcitm<,;nt.ofSecutiti.es) Rulcs,:20 14 (asan:>,endcdfrom twe t.otime). a1'1.4the Companies.{Sharc.Capital ~nd Dcbc:;pltires)Rules, 20 l4l):s.aniended :liomtime to time), and purstlantto.the :provisioflsofth~.securities and Exchan~ Board o(India (Issue Rnd Listirig ofDebt Seclu"iti.es)Regulations, 2008 (iisainended froPl.time to time), the Inswdllcc 1\:qt,1938 (asmnended from lilne totime) read with rules and regulations madethereondcrinoluding. the lnsurancc. Regtxl!itory ahd Development Authority of India. (Othei"I:~JrJ)lSof Gapttal) Re&'Ulations, 2015, the Insurance RegulatOlY and Developii;le11tAuthority Act, 1.999 (as .arJicnded fi:om tirne toti:rne .and other applicable laws andRegulatiol1S, if any, li11d in acCordahce' wi1ilthe i'ules:,t:e~ll;ltiOllS, guidelines,notifieations,cb:culars. and. clari:!icl!:tions.j!,suedthereon :from jiine to. time byGo~'cnllnel1.t 6fJndia:, Jnsuril11.ce.RegulatOlY and Development .Authority of India("IRDAI"), .Securities and Exchange l3oarq..of India and/or any other CO:inpctcritaut1'1orities~the enabling pi"ovisioi;ls(If theJ;0:clTIorandWri.of Association and Articlesof Association of the Company; and subject to. necessm.y .apptovals, pel'P-lissi(iilS,COi1S~ritsand ~anctiQns ofIRDAIlmd <;oftcern.~dstatutory il.Jidother authorities lUld.subject to suchccmclitionil iliIdmodifi.cati.on~nis :may.be.prcscdbedby ap.yof (hemwhile granting s1-mhappl~ova1s,pennissions, COlwents and s.anctions which may beagreed tp by the Botu:dof Directors of the.-Coropany (hereinafter l~eferredto as the'"Board'" wli:ich term .shall for the Pt!l:pos~ ofthis.resol\iti.O),l include anyCo:mmittee(s}of iheBoard !1nd/or any of ilie Director(S) or person(s)( includi:p.gCliien:~xecutive oi'ficer/CompaJW 8ecretaJ.'ylChiefFinanei<il Of£i~r etc). authoi:izei1-by the Bo:;u-d 1:<;>eJ{erCise'powers vesteqm them to theexteilt petmiited:by law:)consent,. of the Company he lind ishereby.accorded to the BQJlrd.to offer; issue lUldallot up to 1800 unsecw'ed, SubOl~din,ated,listed, redeem,ab1e, non-convertibledebcntUl~eshlivirtg face value ofRs •.10,OO,000/- (Rupees Ten l;akhli only) each (the"Debentures") to eiigiblepersons. foj: .an aggreg\lW' COIl,sidetlltien of1,lP to I~s.180,0000000 O{upees OJ:leHundred liilelEighty Crore only), on apdvate -placement.basis, in one onnore series/ttanches and on such terms and cow:litions which may heagrced to by the)3.Qard at its discretion"

lU<)SOLVEll li'U1lTIDi:R that ilie Board boand is het:ebyu.uth01:ized t()eligag,'e/appoiilt the. lead tp.anagers, U11de~wtiters; .gum"a.ntoi"S, depositolies,cust()dians, t.~gisll.fJ.tS;,stabilizing agent,ll'usteos, ba,l.1kers~advis.ors and all sucllagencies as may be involved or concen\ect.jn such offedngs of Sub01;diimtedDebt!Debenturcs and tOTcJ;ntinerute.them:by way. elf corrim.ission, brokerage, fees orthelike ll)1d also to. onter into and execute an osuch arrailgetnents,agrecments,memOl"andu., dOCUlllents etc, with such agencieS and to seele ilie listing of such

_;-.Del:>entureson o.noon:I1ore national stoetc ex;change(s). .'.SG:. .. . .. ... .

Rorthiterod Offic::o : Plll1tl1sult;! B4~~.hOS9Purk, .Town~~,. 1mh f!():C>li. G. K •..Mlir'!I. Lo~(!l' Pm8.1. Ml.IIlibtJI ~.~OO(]1;i•.

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WITH YOU ALWAYS

ANNEXURE VIII- TRUSTEE CONSENT LETTER

AAXIS TRUSTEEATSLfC0/16-17/020810 March, 2017

TATA AIG General Insurance Co Ltd15th Floor, Peninsula Business Park,

----G-J<-MaFgi-+ower-A,.---.---.--.--.---.----- ..-..------.----.-----.- ..- ..--------.---.-.-.--.- ....--- ....--------.--- ..-.----.-.-.-...-. __. ...S B Marg, Lower ParelMumbai - 400013

Dear Sir I Madam,

Sub: Consent to act Debenture Trustee to Unsecured, subordinated, fully paid-up. listed, redeemableand non-convertible debentures (NCO) aggregating to 178crore

We, Axis Trustee Services Limited, hereby give our consent to act as the Debenture Trustee for the abovementioned issue of Debentures having a tenure of more than one year and are agreeable to the inclusion ofour name as Debenture Trustee in the Shelf Prospectusl Private Placement offer letterl In'formationMemorandum and/or application to be made to the Stock Exchange for the listing of the said Debentures.

Axis Trustee Services Limited (ATSL) consenting to act as Debenture Trustees Is purely its business decisionand not an indication on the Issuer Company's standing or on the Debenture Issue. Byconsenting to act asDebenture Trustees,ATSL does not make nor deems to have made any representation on the IssuerCompany, its Operations, the details and projections about the Issuer Company or the Debentures under Offermade in the Shelf Prospectusl Private Placement offer le.tterl Information Memorandum I Offer Document,Applicants I Investors are aclvised to read carefully the Shelf Prospectusl Private Placement offer letterlInformation Memorandum I Offer Document and make their own enquiry,carry out due diligence and analysisabout the Issuer Company, its performance and profitability and details in the Shelf Prospectusl PrivatePlacement offer letterl Information Memorandum I Offer Document before taking their investmentclecision.ATSL shall. not be responsible forthe investment decision and its consequence.

,We also confirm that we are not clisqualified to be appointed as Debentures Trustee within the meaning ofRule 18(2)(c) of the Companies (Share Capital and Debentures) Rules; 2014.

Yours Truly,

.For Axis Trustee Services Limited

C'Jv~'~,~~.~~~ijSinghvi .Senior Manager

AXIS TRUSTEE SERVICES LTD.(A wholly owned subsidiary of Axis Benk)

Corporate Identity Number (GIN): U74999MH2008PLC182264CORPORATE & REGISTERED OFFICE: Axfs House, Ground Floor, Wadla Intematlonal Centre, Pandurang Budhkar Marg, Worll, Mumbal • 400 025.

TEL: 022-62260054/6226 0050 Website: www,axlstrustee.com

rage 93 of 103

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•WITH YOU ALWAYS

ANNEXURE IX- RTA ACCEPTANCE LETTER

NSDL Database Management Limited

March 14, 2016

Mr. Vinay RaoChief 'nvestment Officer

Tata AIG General Insurance Co. LtdPeninsula Business Park.Tower A, lS'h Floor,Ganpatrao Kadam Marg,Lower Parel, lMumbai-13

Dear Sir,

@}.NSDLTecttnology. T,rust & Reach

With reference to our discussion we are happy to act as Register & Transfer Agentsfor proposed Unsecured, Subordinated, Fully paid-up, listed, Redeemable and.Non-Convertible Debentures .of RS.10, 00,000/- (Ten Lakh) each for cash aggregating upto RS.1713Crore.

We hereby give our consent to include our name in the Disclosure DOCument for theproposed Unsecured, Subordinated, Fully paid-up, listed, Redeemable and Non-Convertible Debentures of RS.10, 00,000/- (Ten Lakh) each for cash aggregatjng upto RS.178 Crore.

Our SEar registration is INR000004181.

Thanking you

Yours faithfully

~"' ••••• M.~ •• _,Ud.

Nilesh BhandareAsst. Manager

,,'" floor, 'A' Wing. Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013. IndiaTel.; 91.22.49142700 I Fax: 91-22-4914 2503 I Email: illfo ••ndml@nsdl,co,in I Web: www.nsdl.co.ln I www,ndml'llsdl.co.ill(Clio!U72400MH2004PLC147094)

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ANNEXURE X- LIST OF BRANCHES


•WIT" YOU ALWAYS

S.No. State Branch Name Address

1 Telangana Hyderabad 4th floor, Block-A, My Home Tycoon Complex,Kundanbagh, Begumpeth, Hyderabad-500016

2Andhra

Visakhapatnam 1st floor, Door No.1o.-1-43,lOlB, Sripuram Fort,Pradesh Waltair Uplands, Vizag-530003

3Andhra

Vijayawada 2nd floor, Shanthi Plaza, Gayathri Nagar, Near BenzPradesh Circle, NH5, Vijaywada, Andhra Pradesh-520008

4 Assam Guwahati 3rd Floor, Mayur Gardens, Opp. HDFC Bank, G.SRoad, Guwahati 781005

5 Bihar Patna 4th Floor, Office no. 4005, Grand Plaza, Fraser Road,Patna - 800001Office No. 403! 4th Floor, DB City Corporate Park, Plot

.6 Chattisgarh Raipur No.1, Block No.9, Rajbandha maidan, Raipur ,Chattisgarh, 492001

7 Goa Goa 6th Floor, Gera Imperium II, Office no. 607, PattoPlaza, Near Panaji Bus stand, Panaji, Goa - 403001

8 Gujarat Ahmedabad Office nO.2-A, 2nd Floor, Turquoise, PanchawatiCross Road, CG.Road, Ahmedabad- 380006

9 Gujarat Baroda 6/F, Landmark Towers, Racecourse Road,Baroda-390007

10 Gujarat Surat 10th Floor,Vishwakarma Arcade,Majura gate,RingRoad,Surat-395002

11 Gujarat Rajkot 2nd floor,'Amrish',Kalawad Road,Rajkot - 360 005,Gujarat

12 Gujarat Anand 2nd Floor, 208 & 209, Raghuvir City Centre, BhalejRoad, Near New Bus stand, Anand 388001, Gujarat

13 Gujarat Bharuch Shop no. 305 to 308, 3rd Floor, Kasak, AdityaComplex, Bharuch - 392001

14 Gujarat Gandhidham 2nd Floor, Ambica Arcade, Plot No. 300,WardNo.12/8, Gandhidham, Gtijarat-370201

15 Gujarat Jamnagar 4th Floor, Corporate House, P. N Marg, Bedi Bunder'Road, Jamnagar 361008 Gujarat.

1st Floor, office No. F5, Jayram Industries, Plot No.16 Gujarat Vapi 32/8, IS! Phase, Near GIDC Char Rasta, Near

Court,NH No.8, Vapi - 396125

17 Gujarat Gandhinagar 3rd Floor, Unit No. 339-A & 339-B; Infocity, Complex,Gandhinagar 382 009,Gujarat

18 Gujarat Mehsana Shop No. 29, 2nd Floor, Rajendra Estate, Opp. GayatriTemple, Highway, Mehsana - 384 002 Gujarat

19 Haryana Gurgaon 2nd Floor, SCO 35, Sector 14, Gurgaon -122002,Haryana

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IIWITH YOU ALWAYS


20 Jharkhand Jamshedpurl/F,Voltas House(North Block), MainRoad,Bistipur,Jamshedpur- 831001

21 Jharkhand Ranchi2nd Floor, MR Tower, Line Tank Road, Ranchi -834001

22 KarnatakaBangalore- Millers 2nd floor, JP & Devi Jambukeswar Arcade, NO.69Rd Millers Road, Bangalore -560'052

23 KarnatakaBangalore- 2nd Floor, #83, 7th Cross, 4th B Block, Near BDAKormangala complex, Kormangala, Bangalore - 560034

24 Karnataka Mysore1st Floor, Sunny Centre, No. 374, New Kalidasa Road,

• Vijayanagar 1st Stage, Mysore-570017

25 Karnataka HubliHall Mark Building, 3rd Floor, Desai Cross~Htibli,Kamataka -580029

26 Kerala Co chin3rd Floor, Triton, 38/580, S.A.Road, Panampilly Nagar,Cochi:n-682036

TATA AIG General Insurance Co. Ltd, 5th Floor,27 Kerala Trivandrum Reema Plaza, S.S.Kovil Road, Thampanoor,

Trivandrum-695014

28 Kerala Kozhikode1st floor,city mall,opp YMCA,KannurRoad,Kozhikode,Kerala- 673001

29Madhya

Indore317-320, Indraprastha Tower, 6 MG Road, Indore-

Pradesh 452001

30Madhya

Bhopal2nd Floor, Plot no.15A,Malaviya Nagar, Raj Bhawan

Pradesh Road, Bhopal,Madhya Pradesh-462003Office no. 13-A, 2nd Floor, Gemstone Plaza, Adjacent

31 Maharashtra Kolhapur to Central S.T. Stand, New Shahupuri, Kolhaput-4160016th Floor, 607, Devratta Co-Op Premises Society Ltd.,

32 Maharashtra Mumbai - Vashi Plot NO.83, Sector -17, Vashi, Navi Mumbai - 400705,Maharashtra.

Mumbai - Lower 15th Floor, TowerA, Peninsula Business Park, GK33 Maharashtra Parel- Registered Marg, Lower Parel, Mumbai- 400013

Office

Mumbai- LowerA-6, 6th Floor, Trade World, Kamala Mills

34 MaharashtraParel

Compound, Senapati Bapat Marg, Lower Parel,Mumbai-13

2nd Floor, Premises No. 25 & 26, Kapadia Commercial35 Maharashtra Nasik Complex, Opp. Janalakshmi Bank (HO), Old Agra

Road, Nashik - 422002, Maharashtra.

3rd Floor, The Orion, Koregaon Park Road, Opp. St.36 Maharashtra Pune Mira's College for Girls, Arjun Mansukhani Path, Pune

~S1~ - 411 001, Maharashtra.

1.JJ ,\'<'C:>.. l 0

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WITH YOU ALWAYS


37 Maharashtra Nagpur Block no. 123 & 124,lst floor, Shriram Shyam Towers,S.V.Patel Marg, kingway sadar, Nagpur -4400014th Floor, Sankeshwar Arcade, Above Ratnakar Bank,

38 Maharashtra Thane Ghantali road, Off Ram Maruti Road! Thane (w)-400601

39 Maharashtra Mumbai-Borivali Office no. 205, 2nd Floor, Orchid Plaza, S V Road,Borivali (West), Mumbai - 400092, Maharashtra

40 Maharashtra Mumbai-Malad A-501, Building no-4, IT Infinity Park, Dindoshi,Malad(E)-400097

41 Maharashtra Pune - Pimpri 1st Floor,Kalbhor Corporate, Opp Force Motor Ltd.Tuljai Vasti, Akurdi Pune - 411 035, Maharashtra.

42 Maharashtra Pune-Deccan 3rd Floor, 301, Business Guild, Law College Road,Pune - 411 004, Maharashtra.

1st Floor, Office No.101, Raghu Lakshmi Apartment,-'1:3 Maharashtra Solapur 103-A, Railway Lines, Behind Mayors Bunglow,

Solapur - 413 003, Maharashtra.

44 Maharashtra Ahmednagar 2nd Floor, Ramkishan, Savedi Road, Ahmednagar -414003

45 Maharashtra Aurangabad 2nd Floor, "C" wing, Kandi Tower, Jalna Road,Aurangabad - 431 001, Maharashtra.

46 Maharashtra Amravati 2nd Floor, Amar Arcade, Opp. Raja Peth PoliceStation, Badnera Road, Amravati - 444 601

47 Maharashtra Nanded 2nd Floor, Kothari Complex, Shivaji Nagar, Nanded-431 602, Mahrashtra.

48 Maharashtra Jalgaon 2nd Floor, Laxmi Plaza, Gujrathi Lane, Visanji Nagar,Jalgaon - 425 001, Maharashtra. -

49 Delhi Delhi -Jasola DTJ-415, 4th floor, DLF-Tower B,Jasola District Centre,New Delhi -110025

50 Delhi Delhi -Kirti Ngr A-2, 2nd Floor, Kirti Nagar, Main Najzab GarhRoad,Near-Kalara Hospital,New Delhi-110015

51 Delhi Janakpuri 105,lst floor,DDA -2, District Centre, Janakpuri,New .Delhi -110058

52 Delhi Pitampura Aggarwal Prestige Tower 3rd Floor,Plot No-2,Roadno. 44, Main Road, Pitampura, New Delhi

53 Orissa Bhubaneshwar Unit NO.3 B, 5th Floor, BMC Bhawani CommercialComplex, Saheed Nagar, Bhubaneshwar - 751 007

54 Puducherry Puducherry 1st Floor, No. 202, 100 feet Road, Mudaliar Pettai,Pondicherry-605004

55 Punjab Chandigarh 2nd floor ,SCO- 232/234,Sector-34,Chandigarh-160022- l/F ,Dashmesh Complex,SCO-668,Pakhoval56 Punjab Ludhiana

Road,Ludhiana-141001

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•WITH YOU. ALWAYS


57 Punjab Jalandhar3rd floor, Shanti Tower, SCO No. 37, PUDA complex,Opp. Tehsil complex, Jalandhar City

58 Punjab AmritsarBurj Punjab, SCO- 9,2nd floor, District ShoppingComplex, Ranjit Avenue, Block B, Amritsar-143001

59 Rajasthan Jaipur205-208, Green House, Ashok Marg, C- Scheme,Jaipur 302001

60 Rajasthan Udaipur2B, Hazareshwar Colony, Opp. Telephone Exchange,Court Road, Udaipur, Rajasthan, Pincode-313001

61 Tamil Nadu Chennai2nd Floor ,Samson Towers,403 L Pantheon Road ,Egmore, Chennai 600008

,

62 Tamil Nadu Coimbatore1st Floor, Mayflower E castle, No. 72, Dr.Balasundaram Road, Coimbatore- 641018

63 Tamil Nadu MaduraiNorth Block,3rd floor, 'AA Towers', 4 & 5 Bye-PassRoad, Madurai - 625 016

64 Tamil NaduChennai-West 1st floor,Rajendra Bldg. Duraiswamy Pillai Street,WestTambaram Tambaram, Chennai -600045

65 Tamil Nadu SankariSettia Gounder Complex'C',Bhavani MainRoad,Sankari,Salem District,Pin-637301

66 Tamil Nadu Vellore1/19, Dharmaraja Koil Street, Katpadi Road, ThotaPalayam, Vellore ,Tamil Nadu 632004

67 Tamil Nadu Hosur1st floor, GSN Arcade, Beside Vimala KalayanaMandapam, Krishnagiri Bye Pass Road, Hosur,TN-63.5109

68 Tamil Nadu Tiruchirapalli1st Floor, Raj Tower, 6,7, Karur Byepass road, NearKalaingar Arivalayam, Tiruchirapalli - 620002

69 Tamil Nadu TirunelveliThiripura Arcade, 1st Floor, No.75-A, TrivandrumHigh Road, Palayamkottai, Tirunelveli-627002

70 Uttar Pradesh Kanpur3rd Floor, Plot no. 16/116-A, Sai Square, Civil Lines,Kanpur 208001

71 Uttar Pradesh NaidaUnit Nos. 810-816, 8th floor, World Trade Tower, Plotno. C-001, Sector-16, Noida 201301, Uttar Pradesh

72 Uttar Pradesh AgraFIRST FLOOR, F-6, BLOCK NO. 33/2, SANJA YPALACE, AGRA-282002, UTIARPRADESH

73 Uttar Pradesh Moradabad1st Floor, Om complex, Near Sia Hospital, Delhi road,Moradabad - 244001

74 Uttarakhand DehradunCity Center, 1st Floor, 56 Rajpur Road, Dehradun ,Uttaranchal- 248001

75 West Bengal Kolkata2nd flr, Constantia Bldg,l1 Dr. UN Brahmachari

- Road, Kolkatta-700017

~\..\NSU~76 West Bengal Durgapur

1st floor, City Gym Bldg,Sahid Kshudiram Sarani City

Eil,;j •'" ('

Centre,Durgapur-713216

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•WITH YOU ALWAYS

S.No. State Branch Name Address2nd Floor, 201, Pressman House, Opp. Orchid Hotel,

77 Maharashtra Vile parle 70A Nehru Road, Vile Parle (East), Mumbai - 400099,Maharashtra.

78 Maharashtra Virar 1st Floor, Pushp Plaza, Opp. Railway station, ManvelPada Road, Virar (East) - 401305, Maharashtra.2nd Floor, Srivari Shopping Mall, 2/9, New Bus Stand,

79 Tamil Nadu Salem Near A.R.R.S Multiplex, Meyanur, Salem-636004,Tamil Nadu. Global Plaza, 1st floor Vanichikkulam Road Pothole,80 Kerala ThrissurThrissur 680004, Kerala

81 MaharashtraMumbai- 508A & 509, 5th Floor, Kailas Plaza, V. B. Lane,Ghatkopar Ghatkopar (East), Mumbai - 400 077, Maharashtra.

82 Uttar Pradesh Varanasi 4th Floor, Arihant Complex, D- 64/127, Sigra Varanasi221010

83 Delhi East Delhi F- 25 ,lst floor Preet Vihar, Vikas Marg,Delhi -110092

84 Uttar Pradesh Lucknow Unit No. 206 (Ratan Square-20-A), Vidhan SabhaMarg, Lucknow 226001

85 West Bengal Siliguri 2nd Floor, Infinity Square, Sevoke Road, Near CosmosMall, Siliguri- 734001

86 Karnataka Mangalore 3rd Floor, Raj Tower, Balmatta Road, Hampankatta,, Mangalore- 575001

87Himachal

Shimla Ground Floor, LC House, Khalini, Shimla, HP, 171002Pradesh02-A, 1st Floor, Regency Royale, Lal Chowki, Opp.

88 Maharashtra Kalyan Ganesh Mandir, Agra Road, Kalyan (West) - 421 301,Maharashtra

89 KarnatakaBangalore- 2nd Floor, Saroj Studio, Thubarahalli, Whitefield MainWhitefield Road, Bangalore- 560066

90 Karnataka Belgaurn Shree Krishna Tower 14 khanapur road, 1st Floor,tilakwadi, Belgaum-590006

91 Tamil Nadu Kumbakonnam 2nd Floor, Premier Towers, NO.2 & 3, Laxmi VillasStreet, Kumbakonnam-612001

92 Rajasthan Jodhpur 2nd Floor, L K Tower, Chopansni Road, Jodhpur-342003

93 Orissa Rourkela 2nd Floor, Plot No. 304, Holding No. 72, Uditnagar,Rourkela-769012

94 Tamil Nadu Tiruppur 1st Floor, GG Towers, 66-B, Kumaran Road, Tirupur -641601, Tamil nadu

Andhra . Shop no. 8 & 9, 2nd Floor, T J Shopping Mall, SBI95Pradesh

KurnoolCircle, Kurnool - 518004

96Andhra

Rajahmundry 1st Floor, D.no. 6-13-2, Kankatala Vari street, T Nagar,Pradesh Rajahmundry - 533101

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•WITH YOU ALWAYS


97 Karnataka Tumkur2nd floor, Balaji Towers, Above Lakshmi Vilas Bank,Opp.Tumkur University, Tumkur, 572102

98Jammu &

JammuHall no. 101, 1st Floor, Block-B2, Bahu Plaza Complex,

Kashmir Jammu - 180004 .

99Himachal

Solan2nd Floor, Bhasin Complex, Rajgard Road, Solan-

Pradesh 173212

100 Maharashtra Baramati2nd Floor, Shop No.7, Laxmi Heights, Kasba Chowk,Baramati - 413102, District Pune,Maharashtra

101 Uttar Pradesh Faizabad2/4/25, Kandhari Bazar,Rekabganj; Faizabad, U.P.~2240015th Floor, D No: 1-7-762,1-7~763, Beside DEO office,

102 Telangana Warangal Subedari, Adalath, }-Ianamkonda, Warangal- 506001,TelanganaHari Krishan Bhavan,2nd Floor, 5-1-508/A, Kaviraj

103 Telangana Khammam Nagar Main Road, Yellandu, Cross Road, Khammam-507002, Telangana

104Andhra

TirupathyShop No. 405 & 406, 3rd Floor, Central Park, #580,

Pradesh Til~k Road, Tirupathy" 517501, Andhra Pradesh

105 Gujarat BhavnagarOffice no. 304, 3rd Floor,'Siddhivinayak Complex,Wagawadi Road, Bhavnagar - 364002, Gujarat

106Andhra Guntur

6-21-21,9/2 Arundelpate, Gogule House, 1st Floor,Pradesh Block I, Guntur - 522002

107 Uttar Pradesh Gorakhpur4th Floor, Shop No. 16, Cross Road "The Mall", BankRoad ,Gorakhpur - 273001, Uttar Pradesh

108 Uttar Pradesh Allahabad1st Floor, LDA Complex, 2, SP Marg, Civil Lines,

Allahabad - 211001, Uttar Pradesh

109 Karnataka BijapurUnit no 2 & 3, 2nd Floor, Shree Krishna Complex, MGRoad, Bijapur - 586214, KarnatakaH NO: 3-1-67,68,69,70,71,72,"CITY CENTER" Shop no

110 Telangana Karimnagar 7, 7/A, 1st Floor, Sawaran Street, Karimnagar-505001,Telangana

111 West Bengal AsansolA303, Third Floor, A Block; P.C.Chatterjee Market,G.T.Road, Asansol- 713303, West Bengal

112 Bihar Muzaffarpur2nd Floor, KPS complex, Shankar Nagar, Ramna,Muzaffarpur- 842002, Bihar

2nd Floor, Building No: 235/10, "AJMER AUTO", Opp113 Rajasthan Ajmer City Power HouSe, Jaipur road, Ajmer- 305001,

Rajasthan

Office No: 203 & 204, 2nd Floor, Vakhat Complex,114 Gujarat Morbi Opp Chakiya Hanumanji temple, Vasant Plot,

-----

~'Ravapar Road,Morbi-363641, Gujarat

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~" -'" ~';l * .(},'C'~


•WITH YOU ALWAYS


115 West Bengal Behrampore 45/102, K N Road, 1st Floor, PO + PS - Berhampore,,Dist - Murshidabad, West Bengal-742101

Office No. F-06 & 08, 1st Floor, Asian Business Centre,116 Karnataka Gulbarga SP Office Road, Near Women's Hostel, Station Ward,

Gulbarga - 585102

117 Rajasthan Kota 1st floor, 96 Shopping Centre, Gumanpura, Kota -324007

118 Maharashtra Latur 2nd Floor, Unit No. B 303, Nirmal Heights, NandiStop, Ausa Road, Latur - 413512, Maharashtra

119 Bihar Bhagalpur 3rd Floor, Divya Complex, Netaji Subhash Bose Marg,Tilkamanjhi chowk, Bhagalpur - 812001, Bihar

120 Gujarat Navsari UG 9, 1st Floor, Fountain Plaza, Near Fountain Circle,Navsari - 396445, Gujarat

Andhra Unit No:7, Fourth Floor, NVR Central,121

PradeshNellore Rajagopalapuram, opp Venkataramana theatre, GNT

Road, Nellore - 524004, Andhra Pradesh

122 Chattisgarh Bilaspur Office no. T-8, 4th Floor, Gwalani Chamber, BaperBihar Main road, Bilaspur- 495001, Chattisgarh

123 Gujarat Himmatnagar Office No. 123, 1st Floor, Sun Complex-2, MotipuraCircle, Himmatnagar - 383001, Gujarat

Andhra Building No 14-309 & 310, Sreeram Enclave, 2nd floor,124

PradeshAnanthpur No 3, Railway Feeder Road, ANANTAPUR - 515001,

Andhra Pradesh

125 West Bengal Coochbehar 1st floor, Kohinoor Complex, B.C Road (Sunil Saroni ),Coochbehar - 736101, West Bengal

S: 6, 2nd floor, Profit center, Opposite Kadamba Bus126 Goa Margao Terminus, Margao Panjim Highway, Margao - 403601,

Goa

127 Bihar Begusarai 2nd floor, N.H.31.Kapasiya,P.O-RT.S. DisttBegusarai-851117, Bihar

128 Uttar Pradesh Meerut 1st Floor, 22, Tej Garhi, Tyagi Market, Garh Road,Meerut-250004, Uttar Pradesh

129 Orissa Balasore SRIDHAR TOWER, 2nd Floor, At: Station Bazaar, Post:Balasore, Dist: Balasore, ODISHA, PIN CODE: 756001

1st Floor, 14 T.G.ROAD, BANK OF BARODA130 Tripura Agartala BUILDING, Ramnagar, AGARTALA(west),

TRIPURA - 799001

131 West Bengal Burdwan Gopal Bhaban, 4th Floor, Pabirhata, GT Road(eastend), Burdwan - 713103 .

132 West Bengal English BazaarNH 34, 3rd Floor, SM Pally, PO Rathbari, MaIda -732101, West Bengal

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•WITH YOU ALWAYS


133 Sikkim Gangtok Road Level, Floor -I, Deep Building, NH-10, GairigaonTadong, Gangtok - 737102, Sikkim1st Floor, Corporation Bank Building, Above

134 Orissa Keonjhar Corporation Bank, Near National Highway, Keonjhar. - 758001,

CITY PLAZA, UNIT NO. "1", 2ND FLOOR, BHAGAT135 Jharkhand Hazaribagh SINGH CHOWK, NEAR JHANDA CHOWK,

HAZARIBAGH - PIN CODE - 825301, JHARKHAND

MadhyaShop No: 2, 2nd Floor, Centre Plaza, Opp. Desh

136Pradesh

Jabalpur bandhl.} Complex, Naudra Bridge, Jabalpur - 482001,M.P.2nd Floor, Shiv Arpan, 18/14, Dakshin Gangotri,

137 Chattisgarh Bhilai Supela, G.E.Road, Bhilai - 490023, Distt.-Durg,Chattisgarh

138Himachal

Mandi 1st Floor, Guleria Market, Gutkar, NH 21, Mandi -Pradesh 175001 Himachal Pradesh

139 Jharkhand Dhanbad2nd Floor, Hari Mangal Complex, Dhansar More,Dhanbad - 828106, Bihar

140 Haryana Rohtak2nd Floor, Narayan Complex, Civil road, Rohtak-124001, Haryana

141 Haryana Ambala 3rd Floor, Shanti complex, opp. Civil hospital, JagadhriRoad,ambala Cantt- 133001Office No: 106, FirstFloor, Punit Shopping Centre,

142 GUJarat Junagadh RanavavChock, M.G Road, Junagadh - 362001,Guiarat

143 Rajasthan Bikaner 1st Floor, Shri Gaurav Complex, Opp. Railway station,Rani Bazar, Bikaner - 334001, Rajasthan

144 Uttar Pradesh Sultanpur2nd floor,1089, Civil Line, Golaghat, Sultanpur, UP-228001

145 Gujarat SurendranagarUnit no. 114, 1st Floor, Mega Mall, Surendranagar c

363002

146 Kerala Kottayam2nd Floor, Safa Trade Centre, Near Railway Station,Opp. M.T.Seminary School, Kottayam - 686001

147 Bihar Pumea1st Floor, Nayak Complex, NH 31, Near Jail Chowk,Pumea - 854301, Bihar

148Madhya

SatnaShop no. 2, 1st Floor, Tiwari Tower, Above Axis Bank,

Pradesh Satna - 485001, Madhya Pradesh

149 Maharashtra Satara1st Floor, Unit No.1, Uttekar Arcade, Pune - Bangaloreroad, Satara - 415003, MaharashtraUnit No. 159-A, 1st Floor, Parimalam Complex, No.

150 Tamil Nadu Erode 156-161, Mettur Road (EVN Road), Erode - 638011.Tamilnadu

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IIWITH YOU ALWAYS


151 Orissa Cuttack 2nd Floor, Kailash Plaza, Link road, Cuttack - 753012,Orissa

152 Bihar Gaya1st Floor, Noor Complex, Civil Lines Road, Gaya,Bihar - 823001

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