Directors Report of General Insurance Corporation of India

Mar 31, 2024

The Directors have pleasure in presenting the Fifty-Second Annual Report of the General Insurance Corporation of India (GIC Re or the Corporation) on the working and affairs of the Corporation along with the audited statements of accounts for the year ended 31^st March 2024.

FINANCIAL RESULTS:

The highlights of the financial results for the year under review are as under:

(''in crore)

Particulars		2023-24	2022-23
1.	Gross premium	37,181.76	36,591.59
2.	Net Premium	33,955.79	33,644.43
3.	Net Earned Premium	33,576.07	35,808.01
4.	Net Incurred Claims	30,980.41	32,739.38
	% to Earned Premium	92.3%	91.4%
5.	Net Commission	6,246.75	5,610.51
	% to Earned Premium	18.6%	15.7%
6.	Operating Expenses and Other Outgo less Other Income	296.19	(191.96)
7.	Investment Income Apportioned to Revenue less expenses	8,084.15	7,520.37
8.	Premium Deficiency	59.27	(8.54)
9.	Total Profit/Loss (-) (3 7-4-5-6-8)	4,077.59	5,179.00
10.	Interest, Dividends & Rents (net) and Profit on sale of Investments	3,536.25	3,073.62
11.	Other Income less Other Outgo	994.26	419.59
12.	Reserve for Doubtful Debts and Investment including Amortization of Investments Written off and diminution in the value of investments written off	142.68	410.23
13.	Profit before Tax (9 10 11-12)	7,877.93	7,749.44
14.	Provision for tax including deferred taxes	1,380.62	1,436.94
15.	Profit after Tax (13-14)	6,497.30	6,312.50

(Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

(Percentages relate to the net earned premium of the corresponding year)

(Obligatory sessions from Domestic Insurance Companies reduced from 10% to 5% w.e.f. 01.04.13 vide IRDA/NL/RI/41/2012-13 dated 03.03.2013 and is further reduced from 5% to 4% w.e.f. 01.04.2022 vide IRDAI/RI/1/180/2022 dated 10.01.2022)

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors at its meeting held on 28^th May 2024, recommended the payment of dividend of '' 10/- per share of Face Value of '' 5/- each (i.e. 200% of paid-up equity share capital) for FY 2023-24 as against dividend of '' 7.20 per share for FY 2022-23.

In accordance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Corporation has formulated a dividend distribution policy and the same is available on the website of the Corporation at https://www.gicre.in/images/pdf/Dividend Distribution policy- 2022 Ver 20.pdf

CAPITAL AND FUNDS

Capital and Funds of the Corporation stood at '' 123,496.63 Crore as on 31^st March 2024 as against '' 111,523.23 Crore in the previous year, the details of which are given below:

(''in crore)

Particulars	As on 31.03.2024	As on 31.03.2023
Shareholders'' Funds	37,581.78	32,356.08
Policyholders'' Funds	85,914.85	79,167.15
Total Funds	123,496.63	111,523.23

Note: As per the Regulatory norms, Shareholders'' funds as on 31.03.2024 also include foreign currency translation reserve.

SHAREHOLDERS'' FUNDS FOR THE LAST 5 YEARS

		Net Worth	37		'',581.7	8
						4
			.,356.t	)8
24,439.72
'' 20,529.45	,452.3
20,000


5,000
2019-20 2020-21 2021-22 2022-23 2023-2

The amount proposed to be carried to reserves is mentioned in the financial statement.

ASSETS

Total assets of the Corporation were '' 1,78,285.82 Crore as on 31^st March 2024 as compared to '' 1,57,124.60 Crore as on 31^st March 2023.

CONSOLIDATED FINANCIAL STATEMENT

As per the provision of Section 129(2) of the Companies Act, 2013, at every Annual General Meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129(3) of the Companies Act, 2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under sub-section (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

Explanation:

The Corporation is preparing Consolidated Financial Statements as it has three subsidiaries namely GIC Re South Africa Limited, GIC Re, India, Corporate Member Limited, UK and GIC Perestrakhovanie LLC, Moscow apart from three Associate Companies namely, Agriculture Insurance Company of India Ltd. (AICIL), India International Insurance Pte. Ltd., Singapore and GIC Bhutan Re Ltd.

FINANCIAL RATING AND RANKING

AM Best has revised the outlook to positive from stable for the Financial Strength Rating (FSR) and to positive from negative for the Long-Term Issuer Credit Rating (Long-Term ICR) and affirmed the FSR of B (Good) and the Long-Term ICR "bbb " (Good) of General

Insurance Corporation of India (GIC Re) (India). Additionally, AM Best has assigned the India National Scale Rating (NSR) of aaa.IN (Exceptional) to GIC Re. The outlook assigned to the NSR is stable.

These Credit Ratings (ratings) reflect GIC Re''s balance sheet strength, which AM Best assesses as strong, as well as its adequate operating performance, favourable business profile and appropriate enterprise risk management (ERM). In addition, the ratings factor in a neutral impact from the company''s ownership by the government of India.

The revision of the Long-Term ICR outlook to positive from negative reflects an improvement in AM Best''s view of GIC Re''s balance sheet strength and ERM fundamentals. Both GIC Re''s risk-adjusted capitalisation and regulatory solvency position have shown sustained improvement over the past three years.

CARE Ratings Ltd. has reaffirmed ''AAA (Is)'' Issuer Rating for the Corporation in February 2024 with a stable outlook. The rating reflects GIC Re''s strategic importance as the dominant Indian reinsurer. The rating also factors in its experienced management, diversified business profile and comfortable liquidity and solvency position.

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31^st March 2024 stood at 3.25 as against 2.61 in the previous year.

INVESTMENTS

The book value of the investment of the Corporation in India (representing investment, loans & deposits) amounts to '' 96,299.27 crore as against '' 86,175.41 crore in the previous year. The Investment income of '' 10,564.42 crore were apportioned to Policyholders & Shareholders as under:

(''in crore)

Particulars	2023-24	2022-23
Apportioned to Policyholders (PH)	7,349.67	7,076.52
Apportioned to Shareholders (SH)	3,214.75	2,891.81

''* Ratio of PH/SH - 69.57/30.43

The mean yield on funds with profit on sale of investments stood at 11.6% (previous year 12.2%). The percentage of net NPA (Non-performing Assets) to Gross loan assets (including Government Securities) was 0.00% (Previous year - 0.02%).

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporation''s existing paid-up equity capital of '' 877.20 Crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditor''s Report) Regulations, 2002.

IRDAI has identified the Corporation as a Domestic Systemically Important Insurer (D-SII) for 2023-24 as per the framework put in place for identification & monitoring of the operations of Domestic Systemically Important Insurers.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 (the Act) requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security are proposed to be utilised by the recipient of the loan or guarantee or security are not applicable to the Corporation.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Corporation.

ENTERPRISE RISK MANAGEMENT (ERM)

ERM department conducts risk assessment with the assistance of the Risk and Mitigation Plan Owners (RMOs), primarily Scale V level officers, where new risks are brought for discussion and thereafter the entire risk universe is re-calibrated with the objective of prioritization for mitigation. During the exercise, RMOs also propose controls/mitigation plans, which post deliberations are implemented. The ERM department conducts periodic review of the risk universe and checks the control effectiveness. ERM Department informs these developments and deviations to the Management and Board Risk Management Committees.

As part of its allied activities, the ERM department reviews the Business Continuity Plan (BCP) and Business Impact assessment (BIA), a key annual exercise which aims at providing continuity of services at a defined minimum acceptable level of critical functions and to safeguard the financial, competitive and reputational position in the short and medium term.

During the year under review, a neutral Third-Party Consultant was appointed to carry out the Stress test exercise of the Corporation. The annual Stress test exercise was carried out for the financial Year 2023-24 based on financial data as on 31^st March 2023. The Stress Test Exercise evaluated scenarios of significant adverse threats to the future financial condition of the Corporation and found it to be adequately resilient. The Stress Test Report was presented to the Board and subsequently shared with IRDAI.

The Standard Operating Procedures (SOP) is already in place for two key functions of the Corporation viz: Reinsurance and Investment and their related accounting activities and the same are modified on need basis, as per user department requests with the approval of the Corporation''s Enterprise Risk Management Committee.

An Anti-Fraud Policy framed by GIC which covers prevention, identification, investigation, reporting, monitoring and control of frauds, and is reviewed annually. The Corporation has declared ''Zero Tolerance'' to any non-compliance with the terms and conditions of the Anti-Fraud policy. ERM department, as part of compliance, files the Fraud Monitoring Returns with the Regulator.

The Corporation has put in place a Board approved Risk Appetite Statement which provides a comprehensive summary of Risk Appetite parameters guiding the operations of the Corporation. To ensure an appropriate level of capital at all times, the Board approved Capital Management Plan has been put in place.

During the year under review, as part of BCP, a Drill was conducted at an Alternate Site (GIC Delhi Office), so as to create awareness, ensure preparedness among the Critical Resource Team and other Business Continuity Teams in times of emergency. The BCP is shared with all employees for awareness on the procedures involved in the recovery of operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Corporation, which has been approved by the Board.

The CSR Policy may be accessed on the Corporation''s website at the link: https://www.gicre.in/en/people-resources/policies-and-guidelines The CSR Reporting as per Section 135 of the Companies Act, 2013 is given in Annexure I.

AUDITORS

M/s. KASG & Co., Chartered Accountants, Mumbai and M/s. Mehra Goel & Co., Chartered Accountants, Mumbai were appointed as Joint Statutory Auditors to Audit the accounts of the Corporation for the Financial Year 2023-24 by the Comptroller & Auditor General of India under Section 139 and Section 143 of the Companies Act, 2013. The Joint Statutory Auditors have issued Auditors'' Report. The observation made in the Auditors'' Report on the Corporation''s financial statements for the financial year ended on 31^st March 2024 are self-explanatory and therefore do not call for any further comments/information.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, M/s. Ragini Chokshi & Associates, (a firm of) Practicing Company Secretaries have been appointed to undertake the secretarial audit of the Corporation. The secretarial audit report for the financial year ended 31^st March 2024 is annexed herewith as Annexure II. The said report does not contain any qualification or adverse remarks or disclaimer.

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Corporation.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary, Associate and Joint Venture Companies in Form AOC-1 forms part of the Board of Directors'' Report for the financial year 2023-24 as Annexure III and the details on their performance & financial position are given in Management Discussion & Analysis Report.

Further, in terms of proviso to Section 136(1) of the Companies Act, 2013 and Regulation 46 of the Listing Regulations, 2015, the Corporation will place separate audited Financial Statements in respect of each of its Subsidiary Company on its website and also provide a copy to any Shareholder of the Corporation who seeks the same. The Financial Statements of the Subsidiary Companies will also be kept open for inspection at the registered offices of the Corporation/the respective Subsidiary Companies.

RELATED PARTY TRANSACTIONS

Related party transactions entered into during the financial year were on an arm''s length basis and in the ordinary course of business. Details of related party transactions are provided in notes to financial statements.

There were no transactions entered during the year that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Corporation.

Related party transactions are placed before the Audit Committee and also before the Board wherever necessary in compliance with the provision of the Act and SEBI Listing Regulations.

The Related Party Transaction policy of the Corporation including determining material subsidiaries is available on the Corporation''s website at https://www.gicre.in/en/people-resources/policies-and-guidelines.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return for the year ended 31^st March 2024, with the information available up to the date of this report, is placed on the website of the Corporation at https://www.gicre.in/en/investors-public-disclosures/investors-en/financial-performance/annual-return and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

A certificate obtained from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report, forming part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation are dealt with in the Management Discussion and Analysis Report which forms part of the Board of Directors'' Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below:

i) Earnings '' 2,625.14 Crore

ii) Outgo '' 5,566.79 Crore

The earnings included all receipts denominated in foreign currencies in respect of premium, recovery of claims, outward commission, and investment earnings but excluding interbank transfers.

The outgo comprises all payments in foreign currency in respect of outward premium, claims on reinsurance accepted, commission and expenses of management (bank charges) but excluding interbank transfers.

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to ? 12,42,218.51, ? 2,46,58,327.09 and ? 2,68,32,126 respectively for the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Corporation is not engaged in any manufacturing activity and as such there are no particulars to disclose under the Companies (Accounts) Rules, 2014 as regards Conservation of Energy or Technology Absorption.

PERSONNEL AND INDUSTRIAL RELATIONS

I. Staff Position as on 31^st March 2024

Class I	Officers	392
Class III	Clerical Staff	36
Total		428

II. Composition of Scheduled Caste (SC), Scheduled Tribes (ST) and Other Backward Class (OBC) in Employee Strength

Cadre	Total Employees	Composition
Cadre	Total Employees	SC	%	ST	%	OBC	%
Officers	392	73	18.62	27	6.89	82	20.92
Clerical Staff	36	6	16.67	5	13.89	6	16.67
Sub-Staff	0	0	0	0	0	0	0
Total	428	79	18.45	32	7.47	88	20.56

III. Welfare of SC/ST & OBC

The Corporation has framed rules as per the National Policy on Reservations for SC/ST & OBC, which allows reservations, concessions/ relaxations to SC/ST & OBC, in recruitment and promotions wherever applicable. Special in-house training classes are conducted for employees who are in the promotion zone, in order to enable them to acquire knowledge and perform better in the pre-promotional written examination. The Corporation also organises Online training for SC/ST candidates who apply for the Recruitment Examination on All India Basis. Various benefits under various Welfare Trusts are given to SC/ST employees. Quarterly meeting is held with the SC/ ST Union leaders/members to understand their issues/grievances, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Corporation has been employing women employees in various cadres in all offices within India and abroad. The Corporation has in place Board approved policy against Sexual Harassment, in line with the requirement of The Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There has been no complaint from any employee during the financial year 2023-24 and hence no complaint is outstanding for redressal as at 31.03.2024.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

The Corporation improved its performance in the implementation of the Official Language Policy of the Government of India and complied with all the guidelines issued by the Ministry from time to time. As mandated by the Official Language Policy of the Government, inspections of Departments situated in Head office, Mumbai, and inspections of liaison offices at Delhi were carried out by the officials of Official Language Department. Four In-house workshops and one online workshop for Delhi Liaison office were organized. Four meetings of the Official Language Implementation Committee were conducted during the year 2023-24. Apart from

the regular translation work, translation of Financial Standing Order (FSO), and translation regarding updating of GIC portal were also carried out during the year. The in-house quarterly journal KSHITIJ was published during the year. It was also made available on the Corporation''s website. During the month of September various competitions were organized to mark "Hindi Day" celebrations to promote the usage of Hindi language in day-to-day work. The "Hindi Day" Annual Program was celebrated in the month of September 2023. Almost all Officers and Employees are having working knowledge of Official Language. Hindi typing facility through UNICODE is available in computers to enable the Officers and Employees to do their day-to-day work in Hindi. Officials of GIC have attended all Town Official Language Implementation Committee (TOLIC) meetings and GIC Re has participated in various programs organized under the aegis of the Town Official Language Implementation Committee (TOLIC). This year the Official Language Department of GIC was awarded prizes for Hindi In-house magazine "KSHITIJ" by TOLIC.

PROCUREMENT OF GOODS & SERVICES FROM MICRO AND SMALL ENTERPRISES (MSEs)

The Procurement of goods and services are through the GeM portal as per the Government of India mandate and ensure compliance of all the Government of India guidelines.

The Government of India has notified a Public Procurement Policy for Micro and Small Enterprises (MSEs) Order, 2012 and its amendments thereof. GIC Re has procured 12.44% from MSEs for the year 2023-24.

VIGILANCE

The Vigilance Department of the Corporation is headed by Chief Vigilance Officer (CVO) in the rank of General Manager, appointed by DFS, MOF, GOI. Vigilance administration is an integral function of the Organization like any other function of management, which includes detecting irregularities by conducting various types of inspection, scrutiny of audit reports, receipt of complaints from various sources etc., analyzing, and finding out reasons for such irregularities and making effective preventive vigilance measures and systemic improvements to curb them besides identifying the officials responsible for misconduct and taking appropriate punitive actions.

Mainly focusing on preventive vigilance measures besides various systemic improvements in all areas of the organization, in tune with CVC (Central Vigilance Commission) guidelines. Vigilance Department has been conducting surprise inspection, regular inspection, scrutiny of audit reports viz Internal Audit, Concurrent Audit, CAG, Special Audits etc., and CTE type of inspection (Procurement in Goods, Works and Services) regularly on monthly/quarterly basis and those findings/lapses are studied on Vigilance angle. Based on the analysis of reports, suggestions/observations are recommended to Departments. for improvement of systems and procedures and for revisiting existing SOP to strengthen further against such lapses. Also, the issues collected from the Surprise/Regular/CTE type inspection/scrutiny of audit reports, have been discussed in Structured meeting with CMD on quarterly basis. Under Punitive side, existing cases are being followed up with Departments. and with advice of CVC wherever applicable, ensuring that punitive actions are taken in accordance with the General Insurance (Conduct, Discipline and Appeal) Rules, 2014 (amended up to 28.02.2018). Periodical discussions are held with various Departments and Training is also imparted to all levels of employees in the areas of Preventive vigilance, Discipline, and Conduct rules of the Organization by Vigilance Department. CVC and DFS directives have been implemented strictly in the Organization. Vigilance Department believes that effective vigilance set up will certainly ensure the functioning of other segments of the Organization in an efficient way besides maintaining integrity and ethics among employees of the Organization.

INTERNAL AUDIT DEPARTMENT

The main objective of the Internal Audit is to keep strict control over all the activities of any organization with a view to facilitate management assurance of the authenticity of the financial records, efficiency of operations of the firm and to strengthen the overall governance mechanism.

The Corporation has its systems and controls in place covering all major areas of operations such as, Underwriting, Investment, Finance and IT system.

To accomplish its objectives in a systematic and disciplined manner, the Internal Audit Department has utilized the services of professional audit firms. During the Financial Year 2023-24, M/s Kirtane & Pandit, Chartered Accountants, were re-appointed as Internal Auditors for Reinsurance Operations and Business Accounts and M/s S.K. Patodia & Associates, Chartered Accountants, were appointed as Internal Auditors for Investment Operations and other departments.

The Internal Audit Department also appoints Internal Auditors for foreign branches of GIC Re in London, Dubai and Malaysia and International Financial Service Centre Insurance Offices (IIO) at GIFT City.

Besides, the following special audits were also arranged by the Internal Audit Department:

1. Secretarial Audit

2. Audit of Indian Nuclear Insurance Pool

3. Audit of Indian Market Terrorism Risk Insurance Pool

4. Audit of MCET Pool

Internal Audit Department also liaisons with Comptroller & Auditor General of India (CAG) and other departments for matters relating to CAG audit. The status of Draft Paras (DPs) and Inspection Reports (IRs), issued by Comptroller & Auditor General of India (CAG), is placed before the Board and the Audit Committee of the Board from time to time.

The Internal Audit Department functions independently under the supervision of the Audit Committee of the Board. The Audit Reports of GIC Re, Head Office and Foreign branches are placed before the Audit Committee of the Board for their consideration and directions. Four (4) meetings of the Audit Committee of the Board were held during the year 2023-24. Action Taken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee.

During the year, the guidelines and scope of audit for Appointment of Internal Auditors of GIC Re, along with foreign branches for Reinsurance and Investment & Non-Reinsurance functions were reviewed keeping in view the evolving role of auditors in a scenario where Corporate Governance, regulatory compliance, management reporting systems, transparency and prevention of fraud has gained increasing importance. Like every year emphasis was laid on core business activities and audit of Reinsurance underwriting operations, settlement of outstanding accounts & reconciliations of broker balances, Treaty acceptances, Cash Call settlements and Settlement of Accounts were audited on concurrent basis. Other departments like Investments, Human Resources, IT, Communication, General Accounts, Office Services etc. were also covered during the year.

Besides the major expenditure incurred, both Revenue and Capital, having financial implications, were also subjected to audit. Audit of Investment Operations was conducted on concurrent basis. This covered the primary and secondary market transactions. In line with RBI directions, Subsidiary Government Ledger (SGL) for Central and State Government Securities were subjected to concurrent audit and confirmation of correctness of balances and its reconciliation at the end of each month were sent to RBI. The same was also placed before the Audit Committee at its meetings.

The Audit function in the Corporation has brought about improvement in data quality, acceleration in claim processing, streamlining of process of accounts receivable management in the Reinsurance Operations. By critically appraising the Management of the Corporation of the various systems and processes, the Internal Audit Department facilitated to strengthen the overall governance mechanism.

The Annual Budget of the Corporation/Mid-Year budget review exercise based on Budget Estimates of individual Departments placed before the Board were approved and implemented by Internal Audit Department.

RTI ACT, 2005

The Corporation has in place the stipulated structure to implement the RTI Act, 2005, in the Organization. The Setup is headed by a General Manager designated as the Transparency & Nodal Officer. A General Manager functions as the Appellate Authority, an Assistant General Manager is the Central Public Information Officer, a Chief Manager discharges the duties of Assistant Public Information Officer under the provisions of the Act. A Deputy Manager has been nominated as Nodal Officer, MIS.

The Corporate website https://www.gicre.in/en/ also hosts information as relevant to the Corporation, under the Act. It has separate Right to Information link developed and continuously updated by the RTI Cell (GIC | Home Page (gicre.in)) containing information and complying with the provisions under the RTI Act, 2005 and other Ministerial and CIC circulars.

GIC Re in the FY 2023-24 complied with the guidelines issued by Ministry of Personnel regarding Implementation of suomotu disclosure u/s 4 of the RTI Act, 2005 and its Audit thereof.

During the period under review (2023-24) the Corporation received Two Hundred and Thirty-Eight (238) Applications and Fourteen (14) First Appeals under the RTI Act, 2005. All the Applications were duly replied, and appeals were disposed of well within the stipulated time. One (1) Second Appeal was filed against the Corporation before Central Information Commission (CIC) and the same was disposed of by the CIC, during the period under review.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

The fiscal year 2023-24 marked a transformative period for GIC Re, showcasing substantial technological advancements across various domains. We achieved a milestone in technological innovation through the successful completion of Phase 1 of the S/4 HANA transformation. This phase culminated in a seamless transition from the Oracle database to the SAP HANA database, with full operational status achieved in March 2023.

We are now progressing with Phase 2 of the S/4 HANA transformation initiative where the focus is on enhancing the interfaces and reporting capabilities of our core business applications. This ongoing phase promises to further refine our operational frameworks and improve our data processing capabilities.

In addition to our database management improvements, GIC Re has made significant strides in network infrastructure. We transitioned from a traditional MPLS network to a cutting-edge Software Defined Network (SD-WAN). This shift has optimized traffic flow and enhanced performance across the organization by eliminating network bottlenecks. We are also transforming our Local Area Network (LAN) to a fully wireless system, aligning our operations with global wireless standards. This transition will support a more flexible and efficient work environment.

GIC Re has collaborated with CERT-In in the implementation of Phase 2 of the National Cyber Coordination Centre (NCCC) Project. Our network traffic is now fully monitored by CERT-In, ensuring enhanced security and robust cybersecurity measures are in place in a proactive manner.

A company-wide Workflow system is under implementation to facilitate a paperless office environment, streamlining processes and reducing our ecological footprint.

As GIC Re continues to evolve and adapt, these initiatives underscore our commitment to excellence and innovation in serving our stakeholders and maintaining our leadership in the industry.

TRAINING/HRD

Learning and Development (L & D) policy of GIC Re has been outlined to aid it in its journey of building in-house capability to achieve effective performance at workplace. GIC Re is committed to ensuring that all its employees have access to learning and development opportunities which enable them to acquire knowledge and skills that are necessary to carry out their role within Corporation, and to develop talent pool in ways that fit with the Corporation''s global standing and nature of business from futuristic outlook.

At GIC Re, we ensure that employees skills, individual goals and the performance of employees are aligned with the Organization''s goals. The training programmes are implemented for our employees that will raise awareness and competency of the employees and enlist their support in improving GIC Re''s performance.

In the year 2023-2024, training was imparted to all levels of employees. Training programmes were conducted through various institutes. Both technical and behavioural training programmes were conducted throughout the year.

Summary of Training Programmes organised by Training Department is given below.

Training Programmes for the period 2023-24

Type of Training	No. of Training program	No. of employees
Domestic Training	56	269
In-House Training	7	151
Foreign Training	2	4
TOTAL	65	424

1. Deep Dive IFRS Training for the Insurance Industry jointly organised by Institute of Chartered Accountants of India and Institute of Actuaries of India was undertaken by 24 officials.

2. Training programme on "Procurement, Tendering and General Financial Rules (GFR)" 2017 was imparted to the officials dealing with Procurement.

3. Motor Underwriting Skills training programme was undertaken by the officials working in the Motor Underwriting department.

4. Specialised Liability Portfolio Training Programme was organised for the Liability Department Officials which included practical aspects of Liability claims too along with various approaches of Liability Underwriting.

5. The high-end training "Role of IO/PO in conducting enquiries "was arranged by Insurance Institute of India and 11 employees were trained under the same.

6. Various trainings like "Cyber Awareness training ", "Vigilance Administration and Procurement ", "Preventive Vigilance Programme", "Training on Ethics and Governance" were arranged as a part of Vigilance Awareness week and many employees were trained under the same.

7. 16 Employees were nominated to the Global Conference of Actuaries organised by Institute of Actuaries of India.

8. An Online workshop on using Chat GPT & AI Tools was arranged for the officials of ITMG to keep abreast with the latest trends in the field of technology.

9. National Insurance Academy initiated Online Diploma Course in Reinsurance, for which 16 officers of GIC Re enrolled themselves and completed the course.

10. The Training department conducted the pre-promotional training programme for all eligible employees to equip them for the promotional examination. The topics like Reinsurance, RI Claims, Accounts, Information Technology, HR etc were covered. The In-House faculties imparted in-depth knowledge to all the participants.

11. The training department organised a training programme on Effective use of MS Outlook to all the executives.

12. Training department arranged "IAI and SOA International Financial Reporting Insurers (IFRI) certificate program" which was conducted by Institute of Actuaries of India and Society of Actuaries. 15 employees have benefited by the said programme.

OVERSEAS EXPANSION

Overseas expansion of operations, through branch offices, subsidiaries and joint ventures is an integral part of the business growth strategy so as to expand the reach of the operations into multiple countries throughout the world. The Corporation targets expansion into new markets by efficiently using the potential and creating additional sustainable income opportunities, both in developed countries, where there is larger demand and in developing countries where there is increasing demand. Expansion plans are drawn based on a study of market opportunities, supported by understanding of the business, working environment and regulations in prospective markets. The Corporation has also been striking strategic partnership with reinsurers abroad to take advantage of the expertise and experience of both parties and leverage on economies of scale.

INVESTMENT IN INSURANCE COMPANIES DOMESTIC OPERATIONS

â¢ AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICIL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance companies.

OVERSEAS OPERATIONS

The Corporation has 3 overseas offices viz. Branch Offices in London, Dubai and Malaysia.

Apart from this, the Corporation has three wholly owned subsidiaries viz. GIC Re South Africa Ltd., Johannesburg; GIC Re, India, Corporate Member Limited, London and GIC Perestrakhovanie LLC, Moscow. The Corporation has also invested in the share capitals of Kenindia Assurance Company Ltd., Kenya, India International Insurance Pte Ltd., Singapore, Asian Reinsurance Corporation, Bangkok, East Africa Reinsurance Company Ltd., Kenya, and GIC Bhutan Re Ltd., Bhutan.

â¢ LONDON BRANCH (UK)

During the current financial year 2023-24, the Gross Written Premium by the Branch is GBP 127.11 million compared to GBP 124.74 million last year and earned a profit of GBP 6.66 million as against a profit of GBP 19.71 million last year.

â¢ DUBAI BRANCH (UAE)

During the current financial year 2023-24, the Gross Premium of the Branch is AED 86.96 million compared to AED 91.95 million last year and the Branch earned a profit of AED 107.40 million compared to AED 103.8 million last year.

â¢ MALAYSIA BRANCH

During the current financial year 2023-24, the Gross Premium written by the Branch was RM 600.53 million compared to RM 585.97 million and incurred a Profit after tax of RM 7.27 million as compared to a loss (before tax) of RM 13.5 million.

â¢ KENINDIA ASSURANCE CO. LTD., KENYA

The Corporation holds 9.19% shares in Kenindia which has a paid-up share capital of Kshs 1000 million. The total shares held by the Corporation is 9,18,752 shares of Kshs 100 each as on 31^st December 2023. The Company reported a net profit after tax of Kshs 778.29 million as against net profit after tax of Kshs 1,245.21 million (reinstated) last year. The Board of the Company recommended a dividend of Kshs 7.50 per share for the year ended 31^st December 2023.

â¢ INDIA INTERNATIONAL INSURANCE PTE. LTD., SINGAPORE

The Corporation holds 20% shares in India International Insurance Pte. Ltd., which has a share capital of S$ 50 million. The total shareholding of the Corporation in the Company is 10 mn shares each of S$ 1.

The Company has made a profit of S$ 36.76 million as against a loss of S$ 8.61 million last year.

The Directors have recommended a first and final dividend of 10% on the paid-up capital of S$50.00 million for the year 2023.

â¢ ASIAN REINSURANCE CORPORATION, BANGKOK

The Corporation is holding 6.16% of the share capital as Associate Member of Asian Re in addition to holding 0.97% of the share capital as its Regular Member on behalf of the Government of India. Asian Re has made a profit of USD 3.21 million in 2023 as against a profit of USD 1.83 million in 2022. The Asian Re declared cash dividend @ 1.8% of total paid up share capital outstanding as on 31^st December 2023 at the 18^th Meeting of the Shareholders'' Assembly.

â¢ EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Corporation has 14.7521% stake in the share capital of East Africa Reinsurance Company Ltd., an existing profit-making reinsurance company in Kenya. The total shareholding of the Corporation is 2,21,281 shares of Kshs. 1000, as on 31^st December 2023.

The Company has made a profit of Kshs. 891.12 million as against a profit of Kshs. 788.51(reinstated) million last year.

The board has recommended a total dividend of Kshs. 200 million (Kshs 133.33 per share) equivalents to 22% of PAT for the year 2023.

â¢ GIC BHUTAN RE LTD.

The reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters. The venture began its operations in the name ''GIC Bhutan Re Ltd.'' in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 28,600,000 shares of value Nu 10 each as of 31^st December 2023. The rest of the shareholding are held by Local Bhutanese promoters (29%) and (45%) shares are held by the public.

The Company has made a profit of Nu 270.85 million (PAT) in 2023 as against a profit of Nu 153.11 million (PAT) in 2022.

The Company has declared 10% dividend for the year ended 31^st December 2023, as per RMA regulations.

â¢ GIC RE SOUTH AFRICA LTD.

GIC Re South Africa Ltd. is the Corporation''s first 100% owned subsidiary (Wholly owned subsidiary) which started its commercial operations from 1^st January 2015. The company when acquired was in the run-off for both Life as well as Non-life business. The Corporation holds 571,030,862 no par value ordinary shares with a value of ZAR 1,142,061,724 constituting 100% of GIC Re South Africa Ltd.''s equity as of 31^st March 2024.

â¢ GIC RE, INDIA, CORPORATE MEMBER LIMITED

With the objective of becoming a reputed global reinsurer, the Corporation expanded into Lloyd''s of London by offering reinsurance capacity to Lloyd''s syndicates through quota share capital gearing treaties since 2011. As a capacity provider, the Corporation was required to have its own Corporate Member at Lloyd''s, the Corporation acquired I-CAT CCM TEN Ltd., an existing corporate Member company, in November 2013 and renamed it as GIC Re, India, Corporate Member Ltd., which is registered as a private limited company in the UK. The Company commenced reinsurance operations in 2014. The business underwritten by the Company is fully reinsured with the Corporation. The company has not declared payment of any dividend for the year.

â¢ GIC PERESTRAKHOVANIE LLC

GIC Perestrakhovanie LLC (GIC Re Russia) commenced its operations during August 2020. During the year 2022, due to the geopolitical crisis involving Russia and Ukraine, GIC Re Russia restricted its business activity to the Russian Federation only. It has been witnessing a drastic drop in the topline owing to the changed dynamics in the local reinsurance market and therefore, it continues to observe the unfolding situation closely to realign its strategies in the near future. The subsidiary could close its financial year ending on 31^st December 2023 with a gross written premium of 447 million Rubles. The net incurred claim to earned premium ratio was 73.9%.

LISTING OF EQUITY SHARES

The shares of the Corporation are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

PUBLIC DEPOSITS

The Corporation has not accepted any deposits under Section 73 of the Companies Act, 2013.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors of the Corporation as on 31^st March 2024 consisted of Six (6) Directors, comprising of Four (4) Independent Directors, One (1) Government Nominee Director and One (1) Executive Director including Chairman and Managing Director.

None of the Directors are related to any other Director of the Corporation.

The details pertaining to composition and change in Board, committees, KMP and senior management, details of meetings are provided under Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations. The Independent directors have confirmed that they have registered with the database maintained by the Indian Institute of Corporate Affairs (IICA).

The Corporation, being a Government Company, is under the administrative control of Ministry of Finance (MoF), the power to appoint Directors (including Independent Directors) vests with the Government of India. The appointment of Directors is done by MoF after due processes involving screening, review and compliances. In the opinion of the Board, the Independent Directors possess integrity and the requisite expertise and experience.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Corporation being a Government Company, is exempted to furnish information under Section 134(3)(e) of the Companies Act, 2013 vide MCA Notification dated 5^th June 2015.

POLICY FOR REMUNERATION OF KEY MANAGERIAL PERSON AND OTHER EMPLOYEES

The Corporation, being a Government Company, the remuneration payable to Key Managerial Persons and other employees are as per the Government of India norms.

CODE OF CONDUCT UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

The Corporation has in place a Code of Conduct to regulate, monitor and report trades in securities by Directors, Employees & Connected Persons which is in conformity with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code is applicable to the Employees of the Corporation, Designated Persons, and their Immediate Relatives and Connected Persons, to the extent applicable. The objective of the Code is to prohibit insider trading in any manner by the Designated Persons and to maintain confidentiality of unpublished price sensitive information and access to information on a ''need to know'' basis.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Corporation, being a Government Company is subjected to the CVC Guidelines and the Corporation has a separate Vigilance Department administering the Vigilance matters.

The Corporation has a Vigil Mechanism/Whistle Blower Policy approved by the Board and the same is placed on the website of the Corporation.

CORPORATE GOVERNANCE

The Corporation continues to adopt the best practices of Corporate Governance to ensure transparency, integrity and accountability in its functioning. The Corporate Governance Report has been incorporated as a separate section, forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

M/s. Ragini Chokshi & Co. has been engaged by the Corporation to conduct an independent assurance of the sustainability parameters in its Business Responsibility and Sustainability Report as stipulated under Regulation 34 of the SEBI (LODR) Regulations. The Assurance Report and Business Responsibility and Sustainability Report forms part of this Annual Report & has been hosted on the website of the Corporation and can be viewed at www.gicre.in.

CEO/CFO CERTIFICATION

In terms of the SEBI (LODR) Regulations, the certification by the Managing Director & CEO and Chief Financial Officer of the Corporation on the financial statements and internal controls relating to financial reporting has been obtained.

DETAILS OF UNCLAIMED SUSPENSE ACCOUNT

Details of Unclaimed Suspense Account as provided by our Registrar and Transfer Agent i.e. KFin Technologies Limited pursuant to Regulation 39 read with Part F of Schedule V of the SEBI (LODR) Regulations, 2015 is as under:

Sr. No.	Description	No. of Shareholders	No. of Shares
1	Aggregate number of shareholders and the outstanding shares lying unclaimed as on 01.04.2023	01	32
2	Number of shareholders who approached Listed entity for transfer of shares from suspense account during the year	0	0
3	Number of shareholders to whom shares were transferred from suspense account during the year	0	0
4	Aggregate Number of shareholders and the outstanding shares lying unclaimed as on 31.03.2024	01	32

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at the end of the financial year and the profit and loss of the Corporation for that period;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down internal financial control to be followed by the Corporation and that such Internal Financial Controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURE

There has been no material changes and commitment affecting the financial position of the Corporation which occurred between the end of the financial year of the Corporation to which the financial statements relate and the date of this report.

There are no significant material orders passed by the regulator/courts/tribunal which would impact the going concern status of the Corporation and its future operation.

Annual Return in Form MGT-7 pursuant to the Companies Act, 2013 is posted on website of the Corporation, www.gicre.in.

BOARD MEETINGS

The Corporation held Seven (7) Board meetings during financial year 2023-24 as detailed below:

25^th May 2023 8^th July 2023 29^th July 2023 10^th August 2023 9^th November 2023 8^th December 2023 7^th February 2024

SECRETARIAL STANDARDS

During FY 2023-24, the Corporation was in compliance with the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2022-23 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOK SABHA 11^th December 2023 RAJYA SABHA 12^th December 2023

ACKNOWLEDGEMENT

The Corporation is grateful to the Insurance Regulatory and Development Authority of India, Government of India, Reserve Bank of India and Securities and Exchange Board of India for their continued cooperation, support and guidance. The Corporation wishes to thank its investors, rating agencies, depositories, Registrar & Share Transfer Agent & Stock Exchanges for their support.

The Corporation would like to express its gratitude for the continued support and guidance received from Principal Director of Commercial Audit and Ex-Officio Member, Audit Board - I, Mumbai.

The Directors express their appreciation to all employees for their outstanding contributions, support and commitment towards the growth and success of the Organisation. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board of Directors

Sd/-

Date: 28.05.2024 (N. Ramaswamy)

Place: Mumbai Chairman and Managing Director

Mar 31, 2023

The Directors have pleasure in presenting the Fifty-first Annual Report on the working and affairs of the Corporation along with the audited statements of account for the year ended 31^st March 2023.

FINANCIAL RESULTS:

The highlights of the financial results for the year under review are as under:

('' in Crore)
Particulars	2022-23	2021-22
1. Gross premium	36,591.59	43,208.46
2. Net Premium	33,644.43	38,799.03
3. Net Earned Premium	35,808.01	39,293.40
Net Incurred Claims 4. % to Earned Premium	32,739.38 91.4 %	36,625.85 93.21%
5 Net Commission % to Earned Premium	5,610.51 15.7 %	6,950.82 17.69%
6. Operating Expenses and Other Outgo less Other Income	(191.97)	(30.13)
7. Investment Income Apportioned to Revenue less expenses	7,520.37	7362.75
8. Premium Deficiency	(8.54)	12.98
9. Total Profit/(Loss) (3 7-4-5-6-8)	5,179.00	3,096.64
10. Transfer to Catastrophe Reserve	512.55	0.00
11. Interest, Dividends & Rents (net) and Profit on sale of Investments	3,073.62	2,199.53
12. Other Income less Other Outgo	419.60	90.41
13 Reserve for Doubtful Debts and Investment including Amortization of Investments Written off and diminution in the value of investments written off	410.23	1,826.45
14. Profit before Tax (9 11 12-10-13)	7,749.44	3,560.14
15. Provision for tax including deferred taxes	1,436.94	1,554.40
16. Profit after Tax (14-15)	6,312.50	2,005.74

(Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

(Percentages relate to the net earned premium of the corresponding year)

(Obligatory sessions from Domestic Insurance Companies reduced from 10% to 5% w.e.f. 01.04.13 vide IRDA/NL/RI/41/2012-13 dated 3^rd March 2013 and is further reduced from 5% to 4% w.e.f01.04.2022 vide IRDA/R/1/180/2022 dated 10.01.2022)

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors at its meeting held on 25^th May 2023, recommended the payment of dividend of ? 7.20 per share of Face Value of ? 5/- each (i.e. 144 % of paid-up equity share capital) for the FY 2022-23 as against dividend of ? 2.25 per share for FY 2021-22.

CAPITAL AND FUNDS

Capital and Funds of the Corporation stood at '' 111,523.23 Crore as on 31^st March 2023 as against '' 106,249.72 Crore in the previous year as per details given below:

('' in Crore)
Particulars	As on 31.03.2023	As on 31.03.2022
Shareholders'' Funds	32,356.08	24,439.72
Policyholders'' Funds	79,167.15	81,810.00
Total Funds	111,523.23	106,249.72
Note: As per the Regulatory norms, Shareholders'' funds as on 31.03.2023 also include Foreign currency translation reserve.

ASSETS

Total assets of the Corporation were ? 1,57,124.60 Crore as on 31^st March 2023 as compared to ? 1,44,887.37 Crore as on 31^st March 2022.

CONSOLIDATED FINANCIAL STATEMENT

As per the provision of Section 129 (2) of the Companies Act, 2013, at every Annual General Meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129 (3) of the Companies Act, 2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under sub-section (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

Explanation:

FINANCIAL RATING AND RANKING

AM Best has revised the Long-Term Issuer Credit Rating (Long-Term ICR) outlook to negative from stable and affirmed the Financial Strength Rating (FSR) of B (Good) and the Long-Term ICR of "bbb " (Good) of General Insurance Corporation of India (GIC Re). The outlook of the FSR is stable.

The Credit Ratings (ratings) reflect GIC Re''s balance sheet strength, which AM Best assesses as strong, as well as its adequate operating performance, favourable business profile and appropriate enterprise risk management (ERM). In addition, the ratings factor in a neutral impact from the company''s ultimate majority ownership by the Government of India.

The revision of the Long-Term ICR outlook to negative from stable reflects AM Best''s view of increasing pressure on GIC''s Re''s ERM assessment. In fiscal year 2022, the company''s financial accounts have been subject to a qualified audit opinion in respect of the reconciliation of receivables and payables, indicating deficiencies in internal financial controls. In addition, whilst management has taken action to strengthen the company''s ERM framework over recent years, the company''s risk culture and governance are viewed to be evolving at this stage.

CARE Ratings Ltd. has reaffirmed ''AAA (Is)'' Issuer Rating for the Corporation in January 2023 with a stable outlook. The rating reflects GIC Re''s strategic importance as the dominant Indian reinsurer. The rating also factors in its experienced management, diversified business profile and comfortable liquidity and solvency position.

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31^st March 2023 stood at 2.61 as against 1.96 in the previous year.

INVESTMENTS

The book value of the investment of the Corporation in India (representing investment, loans & deposits) amount to ? 86,175.41 Crore as against ? 77,348.78 Crore in the previous year. The Investment income of ? 9,968.33 Crore were apportioned to Policyholders & Shareholders as under:

('' in Crore)
Particulars	2022-23	2021-22
Apportioned to Policyholders (PH)	7,076.52	6,992.61
Apportioned to Shareholders (SH)	2,891.81	2,370.82
* Ratio of PH/SH - 70.99/29.01

The mean yield on funds with profit on sale of investments stood at 12.19% (Previous year 12.81%). The percentage of net NPA (Non-performing Assets) to Gross loan assets (including Government Securities) was 0.02% (Previous year - NIL).

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporation''s existing paid-up equity capital of ? 877.20 Crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditor''s Report) Regulations, 2002.

IRDAI has identified the Corporation as a Domestic Systemically Important Insurer (D-SII) for 2022-23 as per the framework put in place for identification & monitoring of the operations of Domestic Systemically Important Insurers.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186(4) of the Companies Act, 2013 requiring disclosure in the financial statements of the full particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security are proposed to be utilised by the recipient of the loan or guarantee or security are not applicable to the Corporation.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Corporation.

ENTERPRISE RISK MANAGEMENT (ERM)

ERM department conducts risk assessment with the assistance of the Risk and Mitigation Plan Owners (RMOs), primarily Scale V level officers, where new risks are brought for discussion and thereafter the entire risk universe is re-calibrated with the objective of prioritization for mitigation. During the exercise, RMOs also propose controls/ mitigation plans, which post deliberations are implemented. The ERM department conducts periodic review of the risk universe and checks the control effectiveness. ERM Department informs these developments and deviations to the Management and Board Risk Management Committee.

As part of its allied activities, the ERM department reviews the Business Continuity Plan (BCP) and Business Impact assessment (BIA) which aims at providing continuity of services at a defined minimum acceptable level of critical functions and to safeguard the financial, competitive and reputational position in the short and medium term.

During the year under review, a neutral Third-Party Consultant was appointed for carrying out the Stress test exercise of the Corporation. The annual Stress test exercise was carried out for the financial Year 2022-23 based on financial data as on 31^st March 2022. The Stress Test Exercise evaluated scenarios of significant adverse threats to the future financial condition and found it to be adequately resilient. The Stress Test Report was presented to the Board and subsequently shared with IRDAI.

An Anti-Fraud Policy framed by GIC which covers prevention, identification, investigation and reporting of frauds is reviewed every year. Corporation has declared ''Zero Tolerance'' to any non-compliance to the terms and conditions of the Anti-Fraud policy. ERM department, as part of compliance, files the Fraud Monitoring Returns with the Regulator.

During the year under review, as part of BCP, a Drill was conducted at an Alternate Site (GIC Gift City, Gandhinagar, Gujarat), so as to create awareness, ensure preparedness among the Critical Resource Team and other Business Continuity Teams in times of emergency. The BCP is shared with all employees for awareness on the procedures involved in the recovery of operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Corporation, which has been approved by the Board.

The CSR Policy may be accessed on the Corporation''s website at the link: https://www.gicre.in/images/pdf/CSR policy version 7 new.pdf The CSR Reporting as per Section 135 of the Companies Act, 2013 given in Annexure I.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary, Associate and Joint Venture Companies in Form AOC-1 forms part of the Directors'' Report for the financial year 2022-23 as Annexure II and the details on their performance & financial position are given in Management Discussion & Analysis Report.

AUDITORS AND AUDIT REPORT STATUTORY AUDITORS

M/s D. R. Mohnot & Co., Chartered Accountants and M/s. P K F Sridhar & Santhanam LLP, Chartered Accountants were appointed as Joint Statutory Auditors to audit the accounts of the Corporation for the financial year 2022-23 by the Comptroller & Auditor General of India under Section 139 and Section 143 of the Companies Act, 2013.

The Joint Statutory Auditors have issued Auditor''s Report.

SECRETARIAL AUDIT

The Board has reappointed M/s. Ragini Chokshi & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2022-23.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except that Pursuant to Regulation 17(1) (a) of SEBI (LODR), 2015, the Corporation could not comply with the requirement of having at least one Woman Director on the Board w.e.f. 3^rd June 2022 to 4^th September 2022 and Pursuant to Regulation 17(1)(c) of SEBI (LODR), 2015, the Corporation could not comply with the requirements of having not less than six directors on the Board w.e.f. 3^rd June 2022 to 4^th September 2022

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Corporation is given in Annexure III.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return for the year ended 31^st March 2023, with the information available up to the date of this report, is placed on the website of the Corporation at https://www.gicre.in/en/investors-public-disclosures/investors-en/financial-performance/annual-return and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The Corporation has annexed to this report Annexure IV, a certificate obtained from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation are dealt in the Management Discussion and Analysis Report which forms part of the Directors'' Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below:

i) Earnings ? 3,037.37 Crore

ii) Outgo ? 4,867.14 Crore

The earnings included all receipts denominated in foreign currencies in respect of premium, recovery of claims, outward commission, and investment earnings but excluding interbank transfers.

The outgo comprised all payments in foreign currency in respect of outward premium, claims on reinsurance accepted, commission and expenses of management (bank charges) but excluding interbank transfers.

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to ? 1,707,576.29, ? 1,41,10,683.73 and ? 6,04,09,143.34 respectively for the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

PERSONNEL AND INDUSTRIAL RELATIONS

I. Staff position as on 31^st March 2023
Class I -	Officers	406
Class III -	Clerical Staff	43
TOTAL -		449
II. Composition of Scheduled Castes and Scheduled Tribes in Employee Strength
Cadre	Total			Composition
Cadre	Employees	SC	%	ST	%	OBC	%
Officers	406	70	17.24	28	6.89	80	19.70
Clerical Staff	43	8	18.60	5	11.63	9	20.93
Sub-Staff	0	0	0.00	0	0.00	0	0.00
Total	449	78	17.37	33	7.34	89	19.82

III. Welfare of SC/ST/OBC:

The Corporation framed rules as per the National Policy on Reservations for SC/ST & OBC, which allows reservations, concessions/ relaxations to SC/ST & OBC, in recruitment and promotions wherever applicable. Special in-house training classes are conducted for employees who are in promotion zone, in order to enable them to acquire knowledge and perform better in the pre-promotional written examination. The Corporation also organizes On-line training for SC/ST candidates who apply for the Recruitment Examination on All India Basis.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Corporation has been employing women employees in various cadres in all offices within India and abroad. The Corporation has in place a policy against Sexual Harassment, in line with the requirement of The Sexual Harassment of Women At Work Place (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There has been no complaint from any employee during the financial year 2022-23 and hence no complaint is outstanding for redressal as at 31.03.2023.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

As mandated by the Official Language Policy of the Government, inspections of Departments situated in Head office, Mumbai and online inspections of liaison offices at Delhi were carried out by the officials of Official Language Department.

Four In-house workshops and one online workshop for Delhi Liaison office were organized. Four meetings of Official Language Implementation Committee were conducted during the year 2022-23. The Annual Hindi Review meeting was organized in the month of February 2023.

Apart from the regular translation work, translation of Financial Standing Order (FSO), and translation regarding updation of GIC portal were also carried out during the year.

The in-house quarterly journal KSHITIJ was published during the year. It was also made available on the Corporation''s website. During the month of September various competitions were organized to mark "Hindi Day" celebrations in order to promote the usage of Hindi language in day-to-day work. The "Hindi Day" Annual Programme was celebrated in the month of October 2022.

Almost all Officers and Employees are having working knowledge of Official Language. Hindi typing facility through UNICODE is available in computers to enable the Officers and Employees to do their day-to-day work in Hindi.

Officials of GIC have attended all Town Official Language Implementation Committee (TOLIC) meetings and GIC Re has participated in various programmes organized under the aegis of the Town Official Language Implementation Committee (TOLIC).

This year Official Language Department of GIC was awarded 2 prizes by TOLIC; one for Hindi In-house magazine "KSHITIJ" and the other for Best Implementation in Official Language.

PROCUREMENT OF GOODS & SERVICES FROM MICRO AND SMALL ENTERPRISES (MSEs)

The Procurement of goods and services are through the GeM portal as per the Government of India mandate and ensures compliance of all the Government of India guidelines.

The Government of India has notified a Public Procurement Policy for Micro and Small Enterprises (MSEs) order 2012 and its amendments thereof. The objective of these order is to achieve an overall procurement of minimum 25% from MSEs. GIC Re has procured 27% from MSEs for the year 2022-23 for its IT and Office Services procurement.

VIGILANCE

The Vigilance Department of the Corporation is headed by Chief Vigilance Officer (CVO) in the rank of Deputy General Manager, appointed by DFS, MOF, GOI. Vigilance administration is an integral function of the Organization like any other function of management, which includes detecting irregularities, analysing, and finding out reasons for such irregularities and making effective systemic improvements to curb them besides identifying the officials responsible for misconduct and taking appropriate punitive actions.

Mainly focusing on preventive vigilance measures besides various systemic improvements in all areas of the organization, in tune with CVC (Central Vigilance Commission) guidelines. Vigilance Department is conducting surprise inspection, regular inspection, scrutiny of audit reports viz Internal audit, Concurrent Audit, CAG, Special Audits etc., and CTE type of inspection (Procurement in Goods, Works and Services) regularly on monthly /quarterly basis and those findings /lapses are studied on Vigilance angle. Based on the analysis of reports, suggestions are recommended to Depts for improvement of systems and procedures and for revisiting existing SOP to strengthen further against such lapses. Also, the issues have been discussed in Structured meeting with CMD on quarterly basis. Under Punitive side, existing cases are being followed up with Depts and with advice of CVC wherever applicable, ensuring that punitive actions are taken in accordance with the General Insurance (Conduct, Discipline and Appeal) Rules, 2014. Periodical discussions are held with various Departments and Training is also imparted to all the levels of employees in the areas of Preventive vigilance, Discipline, and Conduct rules of the Organization by Vigilance Department. CVC and DFS directives have been implemented strictly in the Organization. Vigilance Department believes that effective vigilance set up will certainly ensure the functioning of the other segments of the Organization in an efficient way.

INTERNAL AUDIT DEPARTMENT

The Corporation has its systems and controls in place covering all major areas of operations such as, Underwriting, Investment, Finance and IT system.

To accomplish its objectives in a systematic and disciplined manner, Internal Audit Department has utilized the services of professional audit firms. During the Financial Year 2022-23, M/s Kirtane & Pandit, Chartered Accountants, were re-appointed as Internal Auditors for Reinsurance Operations and Business Accounts and M/s S.K. Patodia & Associates, Chartered Accountants, were appointed as Internal Auditors for Investment Operations and other departments.

Besides, the following special audits were also arranged by the Internal Audit Department:

1. Secretarial Audit

2. Audit of Indian Nuclear Insurance Pool

3. Audit of Indian Market Terrorism Risk Insurance Pool

4. Investment Risk Management System and Process Audit

The Internal Audit Department functions independently under the supervision of the Audit Committee of the Board. The Audit Reports of GIC Re, Head Office and Foreign branches are placed before the Audit Committee of the Board for their consideration and directions. Four (4) meetings of the Audit Committee of the Board were held during the year 2022-23. Action Taken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee.

The Annual Budget of the Corporation/Mid-Year budget review exercise based on Budget Estimates of individual Departments were placed before the Board and approved.

RTI ACT, 2005

The Corporation has in place the stipulated structure to implement the RTI Act 2005, in the Organization. The Setup is headed by a General Manager designated as the Transparency & Nodal Officer. A General Manager functions as the Appellate Authority, an Assistant General Manager is the Central Public Information Officer, a Senior Manager discharges the duties of Assistant Public Information Officer under the provisions of the Act. An Assistant Manager has been nominated as Nodal Officer, MIS.

GIC Re in the FY 2022-23 complied with the guidelines issued by Ministry of Personnel regarding Implementation of suomotu disclosure u/s 4 of the RTI Act, 2005 and its Audit thereof.

During the period under review, the Corporation received One hundred and fifty-five (155) Applications and Eight (8) First Appeals under the RTI Act, 2005. All the Applications were duly replied, and appeals were disposed of well within the stipulated time. One (1) Second Appeal was filed against the Corporation before Central Information Commission and the same was disposed of by the CIC, during the period under review.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

The year 2022-23 has been one of major transformations both in terms of technology and cyber-security enhancements to protect that technology.

During the year, GIC Re Migrated from a traditional hybrid cloud setup to a fully virtualized Government Community Cloud (under GOI''s Meghraj Initiative) with a MEITY Certified CSP (Cloud Service Provider). This Organization wide transformation was successfully achieved without any downtime to business. A huge milestone achieved during this project was the plethora of Security Components that GIC Re implemented to protect its data, making it a pioneer in the Indian BFSI Sector.

The second major transformation was the database upgrade of SAP ECC to SAP S/4 HANA database which was completed successfully without any business impact. GIC Re is now fully Live and reaping the benefits of SAP''s HANA Database for its core businesses. Phase 2 of the S/4 Transformation journey has begun, and a knowledge partner will be onboarded in the FY 23-24 to take this journey forward.

On the network front, GIC Re has migrated from a traditional MPLS setup to a completely Software Defined Network (SD-WAN) streamlining traffic flow throughput, boosting performance Organization wide and removing all network bottlenecks.

GIC Re has also successfully coordinated with CERT-In in implementing Phase 2 of the National Cyber Coordination Centre (NCCC) Project. The Organization''s traffic flow is now completely monitored by CERT-In, and regular recommendations are implemented.

The Corporation has also successfully integrated Email Services and endpoint management and is working towards Organization wide Workflow implementation to make paperless office a reality. The Corporation has also started the process of identifying a partner for implementing Enterprise Governance, Risk & Compliance (EGRC) platform.

TRAINING/HRD

Training policy of GIC Re has been outlined to aid it in its journey of building in-house capability to achieve effective performance at workplace. GIC Re is committed to ensuring that all its employees have access to learning and development opportunities which enable them to acquire knowledge and skills that are necessary to carry out their role within Corporation, and to develop talent pool in ways that fit with the Corporation''s global standing and nature of business from futuristic outlook.

In the year 2022-2023, training was imparted to all levels of employees. Training programmes were conducted through various institutes. Both technical and behavioural training programmes were conducted throughout the year. Summary of Training Programmes organised by Training Department is given below.

Training for the period 2022-23

Organisation	No. of programmes	No. of employees
National Insurance Academy	32	135
Insurance Institute of India	6	40
Indian Institute of Management	2	7
Other Reputed Institutes	6	148
In House	45	160

1. A high-end training programme on "Data to Decision" was conducted through IIM, Bangalore for the officials of Claims Vertical Department and on "Contract Management and Arbitration" was conducted through IIM, Kolkata for officials of Officers Service Department.

2. The Training department also conducted the pre-promotional training programme for all eligible employees to equip them for the promotional examination. The topics like Reinsurance, RI Claims, Accounts, Information Technology, HR etc. were covered. The faculties for this training were in-house.

3. This year on the occasion of International Women''s Day customized training programme was organised for women employees, covering welfare of the women. The specialised "Ayurveda for Women" training programme was conducted by an experienced Ayurvedic doctor which was appreciated by women employees. An approximate of 60 women could avail the benefit of the said programme. The programme was appreciated by the officials.

4. An Online Programme on GST with Recent Amendments & Budget Updates 2023 was organised to familiarise the employees working in Finance Department regarding the changes in Budget and GST.

5. 44 Employees have enrolled themselves for the Online Diploma in Reinsurance by NIA which is a 2-month programme scheduled on Saturdays.

6. The Art of Pricing General Insurance Products- a webinar series- 08 officials from the Actuarial Team participated in the 13 sessions webinar which was spread over 3 months.

7. Training on Preventive Vigilance- for female officials in Scale IV and V was organised. The faculty for this training was the Chief Vigilance Officer of the Organisation. There were about 34 officials who gained benefit from this training program.

8. Officials dealing with Reservations in services were imparted training on Roster and Reservation in Service.

9. An in-house training on Pricing Tools was organised for officials of Agriculture RI, Misc., Health, Liability and Property RI Deptt. 26 officials attend the training.

10. Training Department arranged a 3-day offline training program at National Insurance Academy, Pune on IND-AS/ IFRS Implementation-wherein 20 officials from Scale I to Scale VI were benefitted. The program was very well received by the participants.

11. The In-house refresher training program was arranged for Business Accounts Section (BAS) employees i.r.o SAP overview and reports, BWP, Checks & Controls to ensure completeness in Trial Balance. Approx 33 BAS employees attended the said training.

12. "Deep Dive IFRS Training Program for Insurance Industry Professionals" training was undertaken for 28 officials which was jointly organized by Institute of Chartered Accountants and Institute of Actuaries of India.

Training Department has tried to ensure that each employee could avail at least one training during the year 2022-23.

OVERSEAS EXPANSION

Expansion plans are drawn based on study of market opportunities, supported by understanding of the business, working environment and regulations in prospective markets. The Corporation has also been striking strategic partnership with reinsurers abroad to take advantage of the expertise and experience of both parties and leverage on economies of scale.

INVESTMENT IN INSURANCE COMPANIES DOMESTIC OPERATIONS

â¢ AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICIL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance companies.

OVERSEAS OPERATIONS

The Corporation has 3 overseas offices viz. Branch Offices in London, Dubai and Malaysia.

Apart from this, the Corporation has three wholly owned subsidiaries viz. GIC Re South Africa Ltd., Johannesburg; GIC Re, India, Corporate Member Limited, London and GIC Perestrakhovanie LLC, Moscow. The Corporation also has invested in the share capitals of Kenindia Assurance Company Ltd., Kenya, India International Insurance Pte Ltd., Singapore, Asian Reinsurance Corporation, Bangkok, East Africa Reinsurance Company Ltd., Kenya, and GIC Bhutan Re Ltd., Bhutan.

â¢ LONDON BRANCH (UK)

During the current financial year 2022-23, the Gross Written Premium by the Branch is GBP 124.74 million compared to GBP 117.96 million last year and earned a profit of GBP 19.71 million as against a profit of GBP 1.47 million last year.

â¢ DUBAI BRANCH (UAE)

During the current financial year 2022-23, the Gross Premium of the Branch is AED 91.95 million compared to AED 198.32 million last year and the Branch earned a profit of AED 103.8 million compared to AED 0.26 million last year.

â¢ MALAYSIA BRANCH

During the current financial year 2022-23, the Gross Premium written by the Branch was RM 585.97 million compared to RM 644.55 million and incurred a loss (before tax) of RM 13.5 million as compared to a loss (before tax) of RM 127.43 million.

â¢ KENINDIA ASSURANCE CO. LTD., KENYA

The Corporation holds 9.19% shares in Kenindia which has a paid-up share capital of Kshs 1000 million. The total shares held by the Corporation is 9,18,752 shares of Kshs 100 each as on 31^st December 2022. The Company reported a net profit after tax of Kshs 620.33 million as against net profit after tax of Kshs 836.43 million last year. The Board of the Company recommended a dividend of Kshs 5.00 per share for the year ended 31^st December 2022.

â¢ INDIA INTERNATIONAL INSURANCE PTE. LTD., SINGAPORE

The Company has made a loss of S$ 8.61 million as against a profit of S$ 21.23 million last year.

The Directors have recommended a first and final dividend of 10% on the paid-up capital of S$50.00 million for the year 2022.

â¢ ASIAN REINSURANCE CORPORATION, BANGKOK

The Corporation is holding 6.16% of the share capital as Associate Member of Asian Re in addition to holding 0.97% of the share capital as its Regular Member on behalf of the Government of India. Asian Re has made a profit of USD 1.83 million in 2022 as against a profit of USD 1.57 million in 2021. The Company has not declared any dividend for the year ended 31^st December 2022.

â¢ EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Company has made a profit of Kshs. 783.13 million as against a profit of Kshs. 137.39 million last year.

Board has recommended a total dividend of Kshs. 200 million (Kshs 133.33 per share) equivalent to 25.54% of PAT for the year 2022.

â¢ GIC BHUTAN RE LTD.

The reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters. The venture began its operations in the name ''GIC Bhutan Re Ltd.'' in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 28,600,000 shares of value Nu 10 each as of 31^st December 2022. The rest of the shareholding are held by Local Bhutanese promoters (29%) and 45% shares are held by the public.

The Company has made a profit of Nu 153.11 million (PAT) in 2022 as against a profit of Nu 128.67 million (PAT) in 2021.

The Company has declared 6.95% dividend for the year ended 31^st December 2022, as per RMA regulations.

â¢ GIC RE SOUTH AFRICA LTD.

The Corporation holds 571,030,862 no par value ordinary shares with a value of ZAR 1,142,061,724 constituting 100% of GIC Re South Africa Ltd.''s equity as of 31^st March 2023.

â¢ GIC RE, INDIA, CORPORATE MEMBER LIMITED

The business underwritten by the Company is fully reinsured with the Corporation.

The company has not declared payment of any dividend for the year.

â¢ GIC PERESTRAKHOVANIE LLC

"GIC Perestrakhovanie LLC" (GIC Re Russia) commenced its operations during August 2020. During the year 2022, due to the geopolitical crisis involving Russia and Ukraine, GIC Re Russia restricted its business activity to the Russian Federation only. It has been witnessing a drastic drop in the topline owing to the changed dynamics in the local reinsurance market and therefore, it continues to observe the unfolding situation closely so as to realign its strategies in the near future.

The subsidiary could close its financial year ended on 31^st December 2022 with a written premium of 82.45 million Rubles. The net incurred claim to earned premium ratio was 111.34%.

LISTING OF EQUITY SHARES

The shares of the Corporation are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

PUBLIC DEPOSITS

The Corporation has not accepted any deposits under Section 73 of the Companies Act, 2013.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors of the Corporation as on 31^st March 2023 consisted of eight (8) Directors, comprising of four (4) Independent Directors, one (1) Government Nominee Director and three (3) Executive Directors including Chairman and Managing Director.

None of the Directors are related to any other Director or employee of the Corporation.

The details pertaining to composition and change in Board, committees and details of meetings is provided under Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) & (7) of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time and the SEBI (LODR) Regulations.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Corporation being a Government Company, is exempted to furnish information under Section 134(3)(e) of the Companies Act, 2013 vide MCA Notification dated 5^th June 2015.

POLICY FOR REMUNERATION OF KEY MANAGERIAL PERSON AND OTHER EMPLOYEES

The Corporation, being a Government Company, the remuneration payable to Key Managerial Persons and other employees are as per the Government of India norms.

CODE OF CONDUCT UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Corporation, being a Government Company is subjected to the CVC Guidelines and the Corporation has a separate Vigilance Department administering the Vigilance matters.

The Corporation has a Vigil Mechanism/Whistle Blower Policy approved by the Board and the same is placed on the website of the Corporation.

CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

Business Responsibility and Sustainability Report as stipulated under Regulation 34 of the SEBI (LODR) Regulations forms part of the Annual Report and has been hosted on the website of the Corporation and can be viewed at www.gicre.in.

CEO/CFO CERTIFICATION

DETAILS OF UNCLAIMED SUSPENSE ACCOUNT

Sr. No.	Description	No. of Shareholders	No. of Shares
1	Aggregate number of shareholders and the outstanding shares lying unclaimed as on 01.04.2022	01	32
2	Number of shareholders who approached Listed entity for transfer of shares from suspense account during the year	0	0
3	Number of shareholders to whom shares were transferred from suspense account during the year	0	0
4	Aggregate Number of shareholders and the outstanding shares lying unclaimed as on 31.03.2023	01	32

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down internal financial control to be followed by the Corporation and that such Internal Financial Controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE CORPORATION

There has been no material change and commitment affecting the financial position of the Corporation which occurred between the end of the financial year of the Corporation to which the financial statements relate and the date of this report.

BOARD MEETINGS

The Corporation held eight (8) Board meetings during financial year 2022-23 as detailed below:

19^th May 2022 27^th May 2022 10^th August 2022 19^th October 2022 9^th November 2022 21^st December 2022 30^th January 2023 9^th February 2023

SECRETARIAL STANDARDS

During FY 2022-23, the Corporation was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2021-22 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOK SABHA 12^th December 2022 RAJYA SABHA 13^th December 2022

ACKNOWLEDGEMENT

The Directors wish to place on record the co-operation received from Shri Amit Agrawal, Government Nominee Director and Shri Atanu Kumar Das, Independent Director, during their tenure as Directors on the Board of the Corporation.

The Corporation would like to express its gratitude for the continued support and guidance received from Principal Director of Commercial Audit and Ex-Officio Member, Audit Board - I, Mumbai.

The Directors express their appreciation to all employees for their outstanding contributions, support and commitments towards the growth and success of the Organisation. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board of Directors

Sd/-

Date : 25^th May 2023 (Devesh Srivastava)

Place : Mumbai Chairman and Managing Director

Mar 31, 2022

The Directors have pleasure in presenting the Fiftieth Annual Report on the working and affairs of the Corporation along with the audited statements of account for the year ended 31^st March 2022.

FINANCIAL RESULTS:

The highlights of the financial results for the year under review are as under:

('' in Crore)
Particulars	2021-22	2020-21
1. Gross premium	43,208.46	47,014.38
2. Net Premium	38,799.03	42,197.50
3. Net Earned Premium	39,293.40	39,865.89
4. Net Incurred Claims	36,625.85	36,853.75
% to Earned Premium	93.21%	92.40 %
5. Net Commission	6,950.82	7,984.39
% to Earned Premium	17.69%	20.00%
6. Operating Expenses and Other Outgo less Other Income	(30.13)	480.90
7. Investment Income Apportioned to Revenue less expenses	7,362.75	6,824.20
8. Premium Deficiency	12.98	35.30
9. Total Profit/Loss (-) (3 7-4-5-6-8)	3,096.64	1,335.75
10. Interest, Dividends & Rents (net) and Profit on sale of Investments	2,199.53	1,996.66
11. Other Income less Other Outgo	90.41	(117.46)
12. Reserve for Doubtful Debts and Investment including Amortization of Investments	1,826.45	51.57
Written off and diminution in the value of investments written off	1,826.45	51.57
13. Profit before Tax (9 10 11-12)	3,560.14	3,163.38
14. Provision for tax including deferred taxes	1,554.40	1,242.94
15. Profit after Tax (13-14)	2,005.74	1,920.44

(Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

(Percentages relate to the net earned premium of the corresponding year)

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors at its meeting held on 27^th May 2022, declared interim dividend of '' 2.25 per share of Face Value of '' 5/- each (i.e. 45 % of paid-up equity share capital) for the financial year 2021-22 as against NIL dividend per share for financial year 2020-21. The interim dividend had been paid to the Members, whose name appear in the Register of Members as on 8^th June 2022.

In accordance with the Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporation has formulated a dividend distribution policy and the same is available on the website of the Corporation at https://www.gicofindia.com/images/pdf/Dividend Distribution policy- 2022 Ver 20.pdf.

CAPITAL AND FUNDS

Capital and Funds of the Corporation stood at '' 1,06,249.72 Crore as on 31^st March 2022 as against '' 99,190.22 Crore in the previous year, the details of which are given below:

('' in Crore)
Particulars	As on 31.03.2022	As on 31.03.2021
Shareholders'' Funds (Net Worth)
Paid up Capital	877.20	877.20
General Reserve	15,885.38	15,885.38
Profit & Loss a/c*	6,169.77	4,164.03
Share Premium Account	1,544.07	1,544.07
Total	24,476.41	22,470.68
Less: Deferred Tax Assets	36.69	18.33
Net worth	24,439.72	22,452.34
Policyholders'' Funds	81,810.00	76,737.88
Total Funds	1,06,249.72	99,190.22

*Profit & loss account ? 2,005.74 Crore (Previous year ? 1,920.44 Crore) without making adjustment for dividend, dividend distribution tax.

ASSETS

Total assets of the Corporation were '' 1,44,887.37 Crore as on 31^st March 2022 as compared to '' 1,34,661.22 Crore as on 31^st March 2021.

CONSOLIDATED FINANCIAL STATEMENT

Explanation:

FINANCIAL RATING AND RANKING

Global rating agency AM Best has revised the Long-Term Issuer Credit Rating (Long-Term ICR) outlook to stable from negative and affirmed the Financial Strength Rating (FSR) of B (Good) and the Long-Term ICR of "bbb " (Good) of General Insurance Corporation of India (GIC Re) in September 2021. The outlook of the FSR is stable.

The revision of the Long-Term ICR outlook to stable from negative reflects improvement in the company''s key balance sheet strength fundamentals in fiscal year 2021.

CARE Ratings Limited has issued ''AAA(Is)'' Issuer Rating for the Corporation in December 2021 with a stable outlook.

The rating reflects the Corporation''s strategic importance as the dominant Indian reinsurer, experienced management, diversified business profile, improving asset quality, comfortable liquidity position and comfortable capitalization with improving Solvency position.

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31^st March 2022 stood at 1.96 as against 1.74 in the previous year.

INVESTMENTS

The book value of the investment of the Corporation in India (representing investment, loans & deposits) amount to '' 77,348.78 Crore as on 31^st March 2022 as against '' 68,798.54 Crore in the previous year. The Investment Income of '' 9,363.43 Crore were apportioned to Policyholders & Shareholders as under:

('' in Crore)
Particulars	2021-22	2020-21
Apportioned to Policyholders (PH)	6,992.61	6,531.93
Apportioned to Shareholders (SH)	2,370.82	1,911.62

*Ratio of PH/SH - 74.68/25.32

The mean yield on funds with profit on sale of investments stood at 12.81% (Previous year 13.24%). The percentage of net NPA (NonPerforming Assets) to Gross loan assets (including Government Securities) was NIL (Previous year NIL).

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

IRDAI has identified the Corporation as a Domestic Systemically Important Insurer (D-SII) in July 2020 as per the framework put in place for identification & monitoring of the operations of Domestic Systemically Important Insurers.

ALTERNATE RISK TRANSFER (ART)/ STRUCTURED SOLUTIONS (RETRO PROGRAMME)

The Corporation had entered into a Structured Solution (SS) contract in June 2014. The said contract was terminated during the FY 2021-22 and a net Profit Commission of '' 712 Crore was earned.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Corporation.

ENTERPRISE RISK MANAGEMENT (ERM)

ERM department conducts risk assessment with the assistance of the Risk and Mitigation Plan Owners (RMOs), primarily Scale V level officers, where new risks are brought for discussion and thereafter the entire risk universe is re-calibrated with the objective of prioritization for mitigation. During the exercise, RMOs also propose controls/ mitigation plans, which post deliberations are implemented. The ERM department conducts periodic review of the risk universe and checks the control effectiveness. ERM Department informs these developments and deviations to the Management and Board Risk Management Committees.

As part of its allied activities, the ERM department reviews the Business Continuity Plan (BCP) and Business Impact assessment (BIA) which aims at providing continuity of services at a defined minimum acceptable level of critical functions, to safeguard the financial, competitive and reputational position in the short and medium term.

During the year under review, a neutral Third-Party Consultant was appointed for carrying out the Stress Test Exercise of the Corporation. The annual Stress test exercise was carried out for the financial Year 2021-22 based on financial data as on 31^st March of 2021. The Stress Test Exercise evaluated scenarios of significant adverse threats to the future financial condition and found it to be adequately resilient. The Stress Test Report was presented to the Board and subsequently shared with IRDAI.

An Anti-Fraud Policy framed by the Corporation which covers prevention, identification, investigation and reporting of frauds is reviewed every year. Corporation has declared ''Zero Tolerance'' to any non-compliance to the terms and conditions of the Anti-Fraud policy. ERM department as part of compliance files the Fraud Monitoring Returns with the Regulator.

This year too the Corporation had to face many challenges due to outbreak of COVID-19 pandemic. By invoking Business Continuity Plan (BCP) in lockdown period, critical users along with other users were able to work from home. This led to smooth functioning of the core activities of the Corporation.

During the year under review, as part of BCP, a Drill was conducted at an Alternate Site (GIC Delhi Liaison Office), so as to create awareness, ensure preparedness among the Critical Resource Team and other Business Continuity Teams in times of emergency. The BCP is shared with all employees for awareness on the procedures involved in the recovery of operations. The ERM activities of the Corporation were also reviewed by an outside expert Consultant.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Corporation, which has been approved by the Board.

The CSR Policy may be accessed on the Corporation''s website at the link: https://www.gicofindia.com/images/pdf/CSR policy version 70.pdf The CSR Reporting as per Section 135 of the Companies Act, 2013 is given in Annexure I.

PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing salient features of the Financial Statements of Subsidiary, Associate and Joint Venture Companies in Form AOC-1 forms part of the Directors'' Report for the financial year 2021-22 as Annexure II and the details on their performance & financial position are given in Management Discussion & Analysis Report.

Further, in terms of proviso to Section 136(1) of the Companies Act, 2013 and Regulation 46 of the SEBI (LODR) Regulations, 2015, the Corporation will place separate audited Financial Statements in respect of each of its Subsidiary Company on its website and also provide a copy to any Shareholder of the Corporation who seeks the same. The Financial Statements of the Subsidiary Companies will also be kept open for inspection at the registered offices of the Corporation/ the respective Subsidiary Companies.

AUDITORS AND AUDIT REPORT STATUTORY AUDITORS

M/s. J. Singh & Associates, Chartered Accountants and M/s D. R. Mohnot & Co., Chartered Accountants were appointed as Joint Statutory Auditors to audit the accounts of the Corporation for the financial year 2021-22 by the Comptroller & Auditor General of India under Section 139 and Section 143 of the Companies Act, 2013.

The Joint Statutory Auditors have issued Auditor''s Report with qualified opinion.

The replies to the qualification made by the Statutory Auditors in their report is attached as Annexure III to the Directors'' Report.

SECRETARIAL AUDIT

The Board has reappointed M/s. S. N. Ananthasubramanian & Co., Company Secretaries to conduct Secretarial Audit for the financial year 2021-22.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except that the Board of Directors comprised of five Directors as against the requirement of atleast six Directors under Regulation 17(1)(c) of the SEBI(Listing Obligation & Disclosure Regulations), 2015 (SEBI LODR) till 21^st March 2022 and as the Chairman of the Corporation is an Executive Director, pursuant to Regulation 17(1)(b) of the SEBI LODR and IRDAI (Corporate Governance) Guidelines 2016, at least half of the Board strength needs to be Independent Directors, as against two Independent Directors out of five Directors till 28^th December 2021.

In this regard, the Corporation being a Government Company, is under the administrative control of Ministry of Finance ("MoF") and the Directors are appointed by President of India/Govt. of India, acting through MoF. The Corporation had been constantly pursuing the matter with MoF for ensuring compliance with composition of Board of Directors.

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Corporation is given in Annexure IV.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, a copy of the Annual Return for the year ended 31^st March 2022, with the information available up to the date of this report, is placed on the website of the Corporation at https://www.gicofindia.com/en/investors-public-disclosures/investors-en and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

The Corporation has annexed to this report Annexure V, a certificate obtained from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated in SEBI (LODR) Regulations, 2015.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation are dealt in the Management Discussion and Analysis Report which forms part of the Directors'' Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below:

i) Earnings '' 3,784.59 Crore

ii) Outgo '' 5,149.27 Crore

The earnings included all receipts denominated in foreign currencies in respect of premium, recovery of claims, outward commission, and investment earnings but excluding interbank transfers.

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to '' 1,50,823.16, '' 2,53,714.13 and '' 4,43,19,062.57 respectively for the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

PERSONNEL AND INDUSTRIAL RELATIONS

I. Staff position as on 31^st March 2022

Class I - Officers 446

Class III - Clerical Staff 48

TOTAL - 494

II. Composition of Scheduled Castes and Scheduled Tribes in Employee Strength

Cadre	Total	Composition
Cadre	Employees	SC	%	ST	%	OBC	%
Officers	446	78	17.49	30	5.82	82	18.39
Clerical Staff	48	9	18.75	5	15.52	10	20.83
Sub-Staff	0	0	0.00	0	0.00	0	0.00
Total	494	87	17.61	35	6.90	92	18.62

III. Welfare of SC/ST/OBC:

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Corporation has been employing women employees in various cadres in all offices within India and abroad. The Corporation has in place a policy against Sexual Harassment, in line with the requirement of The Sexual Harassment of Women At Work Place (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There has been no complaint from any employee during the financial year 2021-22 and hence no complaint is outstanding for redressal as at 31.03.2022.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

The Corporation improved its performance in implementation of Official Language Policy of the Government of India and complied with all the guidelines issued by the Ministry from time to time.

As mandated by the Official Language Policy of the Government, inspections of Departments situated in head office, Mumbai and online inspections of liaison offices at Delhi and Chennai were carried out by the officials of Official Language Department.

Four In-house workshops were organized and four meetings of Official Language Implementation Committee were conducted during the year. Apart from the regular translation work, translation of Financial Standing Order (FSO), Procurement Guidelines, SOP of OSD Department, Request for Proposal (RFP) of Actuarial Department and Annual Report of 2020-21, signatures of all officials'' email in bilingual etc. were carried out.

In-house quarterly journal KSHITIJ was published regularly. It was also made available on Corporation''s website. During Hindi fortnight, various competitions were organized. To avoid the gathering, based on the instructions given by the Ministry, cultural programme on the Hindi Day was not organised and the cash prizes were transferred through NEFT after the announcement of the prize winner''s name of the competitions by the mail.

Almost all Officers and Employees are having working knowledge of Official Language.

Hindi typing facility through UNICODE is available on computers, to enable the Officers and Employees to do their day to day work in Hindi.

Officials of the Corporation have attended online all Town Official Language Implementation Committee (TOLIC) meetings and participation was also assured in various programmes organized under the aegis of the Town Official Language Implementation Committee (TOLIC).

Official Language Department of the Corporation was awarded a prize for Hindi In-house magazine KSHITIJ by TOLIC.

PROCUREMENT OF GOODS & SERVICES FROM MICRO AND SMALL ENTERPRISES (MSEs)

VIGILANCE

The Vigilance Department of the Corporation is headed by a Chief Vigilance Officer (CVO) in the rank of General Manager. The emphasis of the Vigilance Department is on preventive vigilance. The department also focuses on various systems improvement initiatives.

The focus of the Corporation, in concurrence with CVC guidelines, is to take proactive steps to avoid a vigilance-like situation. Audit reports are studied, and remarks made by Auditors are analysed. Surprise inspections are conducted periodically, and lapses studied from a vigilance angle. Based on this, suggestions are made for improvement of systems and procedures of the Corporation. The purpose is to focus and accept vigilance as an organizational objective and create an atmosphere conducive to "Zero corruption" functioning, with role clarity and clear sense of direction. To improve vigilance administration, CVO and other officers also participate in the vigilance training programs/workshops conducted by reputed organizations.

Periodical discussions are held with the officials of various departments/companies to ensure financial and office discipline and imbibe a culture of value and ethics in the Corporation.

INTERNAL AUDIT DEPARTMENT

The Corporation has its systems and controls in place covering all major areas of operations such as Underwriting, Investment, Finance, and IT system.

To accomplish its objectives in a systematic and disciplined manner, Internal Audit Department has utilized the services of professional audit firms. During the Financial Year 2021-22, M/s Kirtane & Pandit, Chartered Accountants, were appointed as Internal Auditors for Reinsurance Operations and Business Accounts and M/s Gokhale & Sathe, Chartered Accountants, were re-appointed as Internal Auditors for Investment Operations and other departments.

The Internal Audit Department also re-appointed Internal Auditors for foreign branches of the Corporation in London, Dubai and Malaysia as also conducted the audit of International Financial Service Centre Insurance Offices (IIO) at GIFT City.

Besides the above, the following special audits were also arranged by the Internal Audit Department:

1. Secretarial Audit

2. Audit of FAIR NAT CAT Pool

3. Audit of Indian Nuclear Insurance Pool

4. Audit of Indian Market Terrorism Risk Insurance Pool

5. IRMSP Audit (Investment Risk Management Systems & Processes)

Internal Audit Department also liaises with Comptroller & Auditor General of India (CAG) and other departments for matters relating to CAG Compliance audit. The status of Draft Paras (DPs) and Inspection Reports (IRs), issued by CAG, is placed before the Board and the Audit Committee of the Board from time to time.

The Internal Audit Department functions independently under the supervision of the Audit Committee of the Board. The Audit Reports of GIC Re, Head Office and Foreign branches are placed before the Audit Committee of the Board for their consideration and directions. Six (6) meetings of the Audit Committee of the Board were held during the year 2021-22. Action Taken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee.

During the year, the guidelines and scope of audit for appointment of Internal Auditors of the Corporation, along with Foreign branches, for Reinsurance and Investment & Non-RI functions, were reviewed to improve the standards of internal audit of the Corporation, keeping in view the evolving role of auditors in a scenario where Corporate Governance, regulatory compliance, management reporting systems, transparency and prevention of fraud has gained increasing importance. Like every year emphasis was laid on core business activities and audit of Reinsurance underwriting operations, settlement of outstanding accounts & reconciliations of broker balances, Treaty acceptances, Cash Call settlements and Settlement of Accounts were audited on concurrent basis. Other departments like Human Resources, IT, Communication, General Accounts, Office Services etc. were also covered during the year.

Besides major expenditures incurred, both Revenue and Capital, having financial implications were also subjected to audit. Audit of Investment Operations was conducted on concurrent basis. This covered the primary and secondary market transactions. In line with RBI directions, Subsidiary Government Ledger (SGL) for Central and State Government Securities were subjected to concurrent audit and confirmation of correctness of balances and its reconciliation at the end of each month were sent to RBI. The same were also placed before the Audit Committee at its meetings.

The Annual Budget of the Corporation/Mid-Year budget review exercise based on Budget Estimates of individual Department were placed before the Board for approval.

RTI ACT, 2005

The Corporate website www.gicofindia.com also hosts information as relevant to the Corporation, under the Act. It has separate Right to Information link developed and continuously updated by the RTI Cell (GIC | Home Page (gicofindia.com)) containing information and complying with the provisions under the RTI Act, 2005 and other Ministerial and CIC circulars.

The Corporation in the FY 2021-22 complied with the guidelines issued by Ministry of Personnel regarding Implementation of suo motu disclosure u/s 4 of the RTI Act, 2005 and its Audit thereof.

During the period under review (2021-22), the Corporation received Two hundred and twenty-two (222) Applications and Twelve (12) First Appeals under the RTI Act, 2005. All the Applications were duly replied, and appeals were disposed of well within the stipulated time. One (1) Second Appeal has been filed against the Corporation before Central Information Commission and the final order was passed in favour of the Corporation during the period under review.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

The Information Technology Management Group of the Corporation has supported Business departments of the Corporation in realising its vision and mission. The department has played a pivotal role in transforming, enabling and rolling out technological advancements to achieve its business goals. The year under review has been a year of planning and implementing changes and improvements in IT systems and operations. COVID 19 and the resultant Work from Home experience has further increased the confidence in its IT infrastructure and has showcased that it is geared to function and support operations of the Corporation and ensure business continuity.

The year started off with an objective to upgrade and transform the entire IT infrastructure to deliver more value. The Board of the Corporation has given its approval to initiate a technological transformation journey for the next 3 to 5 years. The first major project will be the upgrade of the Core business software system from SAP ECC to SAP S/4 HANA. This upgrade is proposed to be taken up in two-phases. Phase 1 will provide a platform by upgrading the database through a technology shift to in memory computing followed by rolling out the functional improvement in the core business modules in Phase 2.

The second major initiative is the shift of its Data Centre operations from hybrid cloud model to Hyperconverged model where the Corporation will be adopting the Government Community Cloud, which is Govt. of India''s Meghraj Cloud Initiative, for its server requirements. This will give the Corporation the ability to quickly scale-up or down its infrastructure needs by leveraging the scalability advantages of Cloud Computing.

The Network infrastructure of the Corporation is also being upgraded to the latest in technology to a wireless LAN infrastructure which will enhance connectivity and mobility within the organisation.

The Corporation has also set a roadmap to adopt modern workplace solution which will integrate Email services, endpoint management and workflow as a step towards achieving the Corporation''s vision of having a paperless office.

Skill development, training and building awareness is a continuous process and ITMG has taken the initiative to provide professional training to its employees in order to develop in-house competencies and expertise.

TRAINING/HRD

Training is defined as a planned and systematic process to modify or develop attitude, knowledge or skills through learning experiences, to achieve effective performance at workplace. There is need to train and retrain the employees on continuous basis. It is a systematic and planned process which has its organisational purpose to impart and provide learning experiences that will bring about improvement in an employee and thus enabling him to make his contribution in greater measure in meeting the goals and objectives of an organisation.

The Corporation takes great efforts to infuse its employees with the confidence and charisma that directs them to be good leaders. And while not everyone is required to have the ability to lead an entire team, we help them feel empowered enough to lead themselves. The

Corporation ensures that employees develop a certain degree of autonomy and control in their day-to-day activities. A key principle of employee empowerment is providing employees the means for making important decisions and helping ensure those decisions are correct.

In the year 2021-22, training was imparted to all levels of employees. Training programmes were conducted for the employees through various institutes. Though the year was badly affected by the pandemic, we rose to the occasion and conducted the programmes in online mode. Both technical and behavioural programmes were conducted throughout the year.

A summary of various training programmes organized by the Training Department:

Organisation	No. of programmes	No. of employees
National Insurance Academy	28	173
Insurance Institute of India	9	30
Indian School of Business	1	24
Other Reputed Institutes	73	191
In House	5	245

1. Pre-Promotional Training is imparted to employees who are eligible for promotion every year to familiarize them about the important examination topics like Reinsurance, RI Claims, Accounts etc. Due to the pandemic, the training was conducted online in coordination with the National Insurance Academy, Pune for 112 employees in the month of April 2021. The faculty for this programme were in-house.

2. Training Department conducts several in-house training programmes/workshops for the Corporation''s officials and the faculty for these programmes/workshops are from the Corporation. The department aims to develop in-house faculty and in the long run, create a pool of trainers in various classes of business.

3. Direct recruits are employed by the Corporation every year. The selected candidates are imparted with a very detailed and specialized training. In 2021-22, this was conducted at National Insurance Academy, Pune for 27 officers. They were also given on-the-job training in various insurance companies.

4. Vigilance Awareness Week 2021 was observed in the Corporation from 26.10.2021 to 01.11.2021. The central theme was Independent India@75: Self Reliance with Integrity. During this week, various activities were held in the organisation. It commenced with the taking of the integrity pledge by all the employees. Other activities were conducted on the central theme viz. Essay Competition and Poster Competition. Training Department coordinated with the Vigilance Department and a Workshop was conducted in which the Chief Vigilance Officer sensitised 60 officers from various cadres on general matters and particularly, on the central theme.

5. A workshop was conducted in which the Appointed Actuary (Non-Life) addressed 80 underwriters from the Assistant and Deputy Manager cadres on pricing of products.

6. A residential training programme was conducted in coordination with National Insurance Academy, Pune at their campus for 8 CAG officials and 4 GIC officers on the topic, Current Financial Trends in General Insurance Industry. The programme was well appreciated by the CAG officials as well as GIC participants.

7. An online workshop was conducted for officers for the Risk Management Certification Course, which was conducted by NIA, Pune in collaboration with RIMS.

8. An in-house virtual training programme was conducted for the officials from Underwriting and Claims verticals for automation of premium estimation and to run the SAP reports.

9. The Corporation''s officials who retired in the Financial Year 2021-22 were nominated for the workshop for Retiring Executives organized by NIA Pune. This programme is conducted by NIA throughout the year and takes care of the retiring individual by enabling him/her to take a comprehensive view of retirement and help him/her to have a measure of internal control to take charge of the new phase of life in which nature is pushing the person. This programme is also a tribute to all the retiring executives for their contribution and loyalty to the Indian non-life industry.

10. RMS training was organized for the Corporation''s officials in coordination with the ITMG officials. The captioned programme is organized every year to keep our officials updated with the new changes.

11. A training programme on "Equity Valuation" was organized for all the investment department officials in collaboration with the Insurance Institute of India, Mumbai. The programme was very well appreciated by all the participants and provided a great edge in their day-to-day working.

12. An online workshop on Leadership for Managers conducted by Strategic HR & Training, New Delhi was held for the Corporation''s officials.

13. Workshop on Women Managers (Non-Life) was attended by the Corporation''s officers which was conducted by NIA, Pune. This programme aims to equip women managers to utilise their strengths and to deal with challenges effectively. The programme also helps them to create enabling environment that helps them to promote themselves.

Training Department has ensured that most of the employees could avail the benefit of training during the year 2021-22.

OVERSEAS EXPANSION

Following a review of the Branch operations it has been decided to underwrite business emanating from MENA region (both new and renewal), effective 3^rd July 2021, from Gujarat International Finance Tec-City (GIFT City), India. GIFT City is India''s 1^st International Financial Services Centre (IFSC) and it is to the Corporation''s and its Business Partners'' economic advantage to operate from there.

In view of the above, effective from 3^rd July 2021, the Dubai Branch of the Corporation no longer underwrite business (New or Renewal) under its operations. However, the branch continues to service the underwriting and claims run off from the business underwritten prior to 3^rd July 2021.

INVESTMENT IN INSURANCE COMPANIES DOMESTIC OPERATIONS

â¢ AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICIL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance companies.

OVERSEAS OPERATIONS

The Corporation has 3 overseas offices viz. Branch Offices in London, Dubai and Malaysia.

Apart from this, the Corporation has three wholly owned subsidiaries viz. GIC Re South Africa Ltd., Johannesburg; GIC Re, India, Corporate Member Limited, London and GIC Perestrakhovanie LLC, Moscow. The Corporation also has invested in the share capitals of Kenindia Assurance Company Ltd., Kenya, India International Insurance Pte Ltd., Singapore, Asian Reinsurance Corporation, Bangkok, East Africa Reinsurance Company Ltd., Kenya, and GIC Bhutan Re Ltd., Bhutan.

â¢ LONDON BRANCH (UK)

During the current financial year 2021-22, the Gross Premium written by the Branch is GBP 117.96 million compared to GBP 125.57 million last year and earned a profit of GBP 1.47 million as against a loss of GBP 10.43 million last year.

â¢ DUBAI BRANCH (UAE)

During the current financial year 2021-22, the Gross Premium written by the Branch is AED 198.32 million compared to AED 469.48 million last year and earned a profit of AED 0.26 million as against a loss of AED 65.13 million last year.

â¢ MALAYSIA BRANCH

During the current financial year 2021-22, the Gross Premium written by the Branch was RM 644.55 million compared to RM 792.06 million and incurred a loss of RM 133.20 million as against a profit of RM 59.42 million last year.

â¢ KENINDIA ASSURANCE CO. LTD., KENYA

The Corporation holds 9.19% shares in Kenindia which has a paid-up share capital of Kshs 1000 million. The total shares held by the Corporation is 9,18,752 shares of Kshs 100 each as on 31^st December 2021. The Company reported a net profit after tax of Kshs 836.43 million as against net profit after tax of Kshs 503.43 million last year. The Board of the Company recommended a dividend of Kshs 7.50 per share for the year ended 31^st December 2021.

â¢ INDIA INTERNATIONAL INSURANCE PTE. LTD., SINGAPORE

The Company has made a profit of S$ 21.23 million as against a profit of S$ 12.04 million last year.

The Directors have considered it appropriate to recommend a first and final dividend of 10% on the paid-up capital of S$50.00 million for the year 2021.

â¢ ASIAN REINSURANCE CORPORATION, BANGKOK

The Corporation is holding 6.16% of the share capital as Associate Member of Asian Re in addition to holding 0.97% of the share capital as its Regular Member on behalf of the Government of India. Asian Re has made a profit of USD 1,568,731.00 in 2021 as against a loss of USD 3,288,825.00 in 2020. The Company has not declared any dividend for the year ended 31^st December 2021.

â¢ EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Company has made a profit of Kshs.137.39 million as against a profit of Kshs. 410.37 million last year.

Board has recommended a total dividend of Kshs. 100 million equivalent to 72.78% of PAT to registered shareholders as at 31^st December 2021.

â¢ GIC BHUTAN RE LTD.

The reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters. The venture began its operations in the name ''GIC Bhutan Re Ltd.'' in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 28,600,000 shares of value Nu 10 each as of 31^st December 2021. The rest of the shareholding are held by Local Bhutanese promoters (29%) and 45% shares are held by the public.

The Company has made a profit of Nu 128.67 million (PAT) in 2021 as against a profit of Nu 144.85 million (PAT) in 2020.

The Company has not declared any dividend for the year ended 31^st December 2021, as per RMA regulations.

â¢ GIC RE SOUTH AFRICA LTD.

GIC Re South Africa Ltd. is the Corporation''s first 100% owned subsidiary (Wholly owned subsidiary) which started its commercial operations from 1^st January 2015.

The Corporation holds 571,030,862 no par value ordinary shares with a value of ZAR 1,142,061,724 constituting 100% of GIC Re South Africa Ltd.''s equity as of 31^st March 2022.

The company has not declared payment of any dividend for the period ending 31^st March 2022.

â¢ GIC RE, INDIA, CORPORATE MEMBER LIMITED

The business underwritten by the Company is fully reinsured with the Corporation.

The company has not declared payment of any dividend for the year.

â¢ GIC PERESTRAKHOVANIE LLC

GIC Perestrakhovanie LLC commenced its operations during August 2020. It used to write reinsurance business emanating from the Russia Federation and former Soviet Union countries, namely, Armenia, Moldova, Azerbaijan, Kyrgyzstan, Kazakhstan, Turkmenistan Uzbekistan, Tajikistan, Belarus and Georgia. But due to ongoing Ukraine-Russia political crisis, entire business except the Russia Federation has been shifted from GIC Perestrakhovanie LLC to GIC Re GIFT City office from March 2022 with immediate effect.

The subsidiary could close its financial year ended on 31^st December 2021 with a written premium of RUB 1,073 million.

The net incurred claim to earned premium ratio was 24.46%.

LISTING OF EQUITY SHARES

The shares of the Corporation are listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

PUBLIC DEPOSITS

The Corporation has not accepted any deposits under Section 73 of the Companies Act, 2013.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors of the Corporation as on 31^st March 2022 consisted of six (6) Directors, comprising of four (4) Independent Directors, one (1) Government Nominee Director and one (1) Chairman and Managing Director.

None of the Directors are related to any other Director or employee of the Corporation.

The details pertaining to composition and change in Board, committees and details of meetings is provided under Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015. The Independent directors have confirmed that they have registered with the database maintained by the Indian Institute of Corporate Affairs (IICA).

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Corporation being a Government Company, is exempted to furnish information under Section 134(3)(e) of the Companies Act, 2013 vide MCA Notification dated 5^th June 2015.

POLICY FOR REMUNERATION OF KEY MANAGERIAL PERSON AND OTHER EMPLOYEES

The Corporation, being a Government Company, the remuneration payable to Key Managerial Persons and other employees are as per the Government of India norms.

CODE OF CONDUCT UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Corporation, being a Government Company is subjected to the CVC Guidelines and the Corporation has a separate Vigilance Department administering the Vigilance matters.

The Corporation has a Vigil Mechanism/ Whistle Blower Policy approved by the Board and the same is placed on the website of the Corporation.

CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY REPORTING

Business Responsibility Report as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report and has been hosted on the website of the Corporation and can be viewed at www.gicofindia.com.

CEO/CFO CERTIFICATION

In terms of the SEBI (LODR) Regulations, 2015, the certification by the Managing Director & CEO and Chief Financial Officer of the Corporation on the financial statements and internal controls relating to financial reporting has been obtained.

DETAILS OF UNCLAIMED SUSPENSE ACCOUNT

Sr. No.	Description	No. of Shareholders	No. of Shares
1	Aggregate number of shareholders and the outstanding shares lying unclaimed as on 01.04.2021	01	32
2	Number of shareholders who approached Listed entity for transfer of shares from suspense account during the year	0	0
3	Number of shareholders to whom shares were transferred from suspense account during the year	0	0
4	Aggregate Number of shareholders and the outstanding shares lying unclaimed as on 31.03.2022	01	32

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down internal financial control to be followed by the Corporation and that such Internal Financial Controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE CORPORATION

BOARD MEETINGS

The Corporation held eight (8) Board meetings during financial year 2021-22 as detailed below:

14^th May 2021 29^th June 2021 13^th August 2021 8^th September 2021 10^th November 2021 18^th January 2022 10^th February 2022 24^th March 2022

SECRETARIAL STANDARDS

During FY 2021-22, the Corporation was in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2020-21 along with Directors'' Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOK SABHA 14^th March 2022

RAJYA SABHA 16^th March 2022

ACKNOWLEDGEMENT

The Directors wish to place on record the co-operation received from Shri Deepak Prasad and Ms. Madhulika Bhaskar during their tenure as Directors on the Board of the Corporation.

The Corporation would like to express its gratitude for the continued support and guidance received from Principal Director of Commercial Audit and Ex-Officio Member, Audit Board - I, Mumbai.

For and on behalf of the Board of Directors

Sd/-

Date : 27^th May 2022 (Devesh Srivastava)

Place : Mumbai Chairman and Managing Director

Mar 31, 2019

The Directors have pleasure in presenting the Forty Seventh Annual Report on the working and affairs of the Corporation alongwith the audited statements of account for the year ended 31st March 2019.

FINANCIAL RESULTS:

The highlights of the financial results for the year under review are as under:

Â	Â	Rs in Crore
Â	2018-19	2017-18
1. Gross premium	44,238.00	41,799.37
2. Net Premium	38,995.97	37,634.46
3. Net Earned Premium	37,679.08	38,096.05
4. Net Incurred Claims % to Earned Premium	33,739.95 89.50	32,953.55 86.50
5. Net Commission	6,105.43	6,370.15
% to Earned Premium	16.20	16.70
6. Operating Expenses and Other Outgo less Other Income	39.87	269.77
7. Investment Income Apportioned to Revenue less expenses	4,632.67	3,830.88
8. Premium Deficiency	5.29	0.00
9. Total Profit/Loss (-) (3+7-4-5-6-8)	2,421.21	2,333.46
10. Interest, Dividends & Rents (net) and Profit on sale of Investments	1,768.67	1,561.15
11. Other Income less Other Outgo	17.75	-52.25
12. Reserve for Doubtful Debts and Investment including Amortization of Investments Written off and diminution in the value of investments written off	773.81	174.10
13. Profit before Tax (9+10+11-12)	3,433.82	3,668.26
14. Provision for tax including deferred taxes	1,209.51	434.68
15. Profit after Tax (13-14)	2,224.31	3,233.58

(Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

(Percentages relate to the net earned premium of the corresponding year)

(Obligatory sessions from Domestic Insurance Companies reduced from 10% to 5% w.e.f. 01.04.13 wide IRDA/NL/RI/41/2012-13 dated 3rd March 2013)

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors at its meeting held on 23rd May 2019, recommended a Dividend of Rs. 6.75 per share of Face Value of Rs. 5/- each (i.e. 135% of paid-up equity share capital) for the year 2018-19 as against Rs. 13.5 per share of Face Value of Rs. 5/- each (i.e. 270% of paid-up equity share capital) in 2017-18.The final dividend shall be paid to the Members, whose name appear in the Register of Members as on 22nd July 2019.

The Board of your Corporation has formulated a Dividend Distribution Policy. The Policy is available on the website of the Corporation https://www.gicofindia.com/en/media-menuu/downloads/cateqorv/3-qeneral-files.

BONUS SHARES

The Board of Directors in their meeting held on 25th May 2018 and pursuant to approval of Shareholders through Postal Ballot, have issued shares in the ratio of 1:1, i.e. 1 (one) equity share of Rs. 5/- each for every 1 (one) existing equity share of Rs. 5/- each to the shareholders of the Corporation, in the month of July 2018.

CAPITAL AND FUNDS

Capital and Funds of the Corporation stood at Rs. 80,834.73 Crore as on 31st March 2019 as against Rs. 74,347.78 Crore in the previous year, the details of which are given below:

(Rs. in Crore)
Â	As on 31.03.2019	As on 31.03.2018
Shareholders' Funds (Net Worth)	Â	Â
Paid up Capital	877.20	438.60
General Reserve	15,885.38	16,323.98
Profit & Loss a/c*	4,030.33	3,233.67
Share Premium Account	1,544.07	1,544.07
Total	22,336.98	21,540.32
Less: Deferred Tax Assets	2.56	14.40
Net worth	22,334.42	21,525.92
Policyholders Fund	58,500.31	52,821.86
Total Funds	80,834.73	74,347.78

*Profit & loss account Rs. 2,224.31 Crore (Previous year Rs. 3,233.58 Crore) without making adjustment for dividend, dividend distribution tax.

ASSETS

Total assets of the Corporation were Rs.1,18,883.62 Crore as on 31st March 2019 as compared to Rs.1,09,672.39 Crore as on 31st March 2018.

CONSOLIDATED FINANCIAL STATEMENT

Provisions regarding Financial Statements are laid down under Section 129 of the Companies Act, 2013. As per the provision of Section 129 (2) of the said Act, at every Annual General Meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129 (3) of the Companies Act, 2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under sub-section (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

Explanation:

The Corporation is preparing Consolidated Financial Statements as it has two subsidiaries namely GIC Re South Africa Limited and GIC Re, India, Corporate Member Limited, UK and two Associate Companies namely, Agriculture Insurance Company of India Ltd. (AICIL) and India International Insurance Pte. Ltd., Singapore.

FINANCIAL RATING AND RANKING

Global rating agency A M Best reaffirmed the Financial Strength Rating of "A- (Excellent)" and issuer credit rating of "a-" of the Corporation in March 2019. The outlook of these credit ratings is Stable. The rating reflects GIC Re's balance sheet strength, which AM Best categorizes as very strong, as well as its adequate operating performance, favorable business profile and appropriate enterprise risk management.

CARE Ratings Limited (formerly known as Credit Analysis & Research Limited) reaffirmed AAA (In) Claims Paying Ability rating for the Corporation in April 2019. The rating reflects the Corporation's strategic importance as the dominant Indian reinsurer with good solvency position, comfortable liquidity profile, moderation in asset quality and moderate profitability. Ownership by GOI, solvency position and profitability are key rating sensitivities.

GIC Re is ranked 10th by Standard & Poor's in the Top 40 Global Reinsurance Groups Ranked by Net Reinsurance Premiums Written in year 2017 (12th in previous year).

A M Best has also ranked GIC Re as 11th in the Top 50 World's Largest Reinsurance Groups based on Gross Written Premium in year 2017 (12th in previous year).

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31st March 2019 stood at 2.06 as against 1.72 in the previous year.

INVESTMENTS

The book value of the investment of the Corporation in India (representing investment, loans & deposits) amount to Rs. 52,923.35 Crore as on 31st March 2019 as against Rs. 47,816.52 Crore in the previous year. The Investment Income of Rs. 6,130.30 Crore were apportioned to Policy Holder & Share Holder as under:

Â	Â	Â	(Rs. in Crore)
Â	Â	2018-19	2017-18
Apportioned to	Policyholders	4,436.51	3,705.29
Apportioned to	Shareholders	1,693.80	1,509.97

The mean yield on funds with profit on sale of investments stood at 12.17% (Previous year 12.0%). The percentage of net NPA (Non-Performing Assets) to Gross loan assets (including Government Securities) was at 1.12% (Previous year 0.56%).

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporation's existing paid-up equity capital of Rs. 877.20 Crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditor's Report) Regulations, 2002.

"ART / Structured Solutions Contract" (Retro Programme)

GIC Re had arranged ART Retro protection programme from 1st October 2001 till 31st May 2014 followed by Structured Solution Contract from 1st June 2014 till 31st May 2017 for covering risks from all classes of business, as per agreed terms and conditions. The ART Contract was for the period 1st October 2001 to 31st May 2014 and was not renewed from 31st May 2014.

The Structured Solution Contract though not utilized Â following the Board resolution in February 2017, is still live, with some run-off cessions still being serviced under the contract. IRDAI vide letter dated 25th February 2019 has approved the existing Structured Solutions Contract. GIC Re and the reinsurers will maintain all contractual rights and obligations arising out of the contract and towards statutory dues, till the final closure at a mutually agreed date after both parties agree to the net balance quantum.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Corporation.

ENTERPRISE RISK MANAGEMENT

ERM department conducts risk assessment with the assistance of the Risk and Mitigation Plan Owners (RMOs), primarily Scale V level officers, where new risks are brought for discussion and thereafter the entire risk universe is recalibrated with the objective of prioritization for mitigation. During the exercise, RMOs also propose controls/mitigation plans, which post deliberations are implemented. The department keeps conducting periodic review of the risk universe and checking the control effectiveness and keeps the Management and Board Risk Management Committees duly informed of developments and deviations.

As part of its allied activities, the ERM department reviews the Business Continuity Plan (BCP) which aims at providing continuity of services at a defined minimum acceptable level of critical functions and to safeguard the financial, competitive and reputational position in the short and medium term. Teams under BCP have been adequately trained as to their specific responsibilities under the Plan with an aim to create awareness to reinforce the Business Continuity culture and refresh the importance of the on-going Business Continuity Exercises. As part of BCP, a Mock Drill was conducted at an Alternate Site so as to create awareness and ensure preparedness among the Critical Resource Team and other Business Continuity Teams in time of emergency.

During the year under review, a neutral Third Party Consultant was appointed for carrying out the Stress Test Exercise of GIC Re for the Financial Year 2018-19 based on financial data as on 31st March 2018. The Stress Test Exercise evaluated scenarios of significant adverse threats to the future financial condition and found it to be adequately resilient.

Framing of Standard Operating Procedures (SOP) was undertaken for two key functions of the Corporation viz: Reinsurance and Investment and their related accounting activities, thus ensuring that the critical processes have been duly documented.

An Anti-Fraud Policy framed by GIC which covers prevention, identification, investigation and reporting of frauds is reviewed every year. Corporation has declared 'Zero Tolerance' to any non-compliance to the terms and conditions of the Anti-Fraud policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Corporation, which has been approved by the Board.

The CSR Policy may be accessed on the Corporation's website at the link: http://gicofindia.com/images/pdf/CSR-Policy-with-amendment.pdf

The CSR Reporting as per Section 135 of the Companies Act, 2013 given in Annexure I.

AUDITORS AND AUDIT REPORT STATUTORY AUDITORS

Samria & Co., Chartered Accountants and J. Singh & Associates, Chartered Accountants were appointed as Joint Statutory Auditors to audit the accounts of the Corporation for the financial year 2018-19 by the Comptroller & Auditor General of India under Section 139 and section 143 of the Companies Act, 2013.

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board has appointed M/s. S. N. Ananthasubramanian& Co., Company Secretaries to conduct Secretarial Audit for the financial year 2018-19.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Corporation is given in Annexure II.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return (Form MGT-9) of the Corporation is annexed herewith as Annexure III to this Report and also available on the website of the Corporation at https://www.gicofindia.com/en/investors-en.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation is dealt in the Management Discussion and Analysis Report which forms part of the Directors Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below:

i) Earnings Rs. 3,870.93 Crore ii) Outgo Rs. (4,968.92) Crore

The earnings included all receipts denominated in foreign currencies in respect of premium, recovery of claims, outward commission and investment earnings. The outgo comprised all payments in foreign currency in respect of outward premium, claims on reinsurance accepted, commission and expenses of management.

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to Rs. 7,50,499/-, Rs. 4,42,03,714/- and Rs. 10,98,86,473/- respectively for the year under review.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

PERSONNEL AND INDUSTRIAL RELATIONS I. STAFF POSITION AS ON 31st March 2019

Class I	- Officers	506
Class III	- Clerical Employees	69
Class IV	- Sub-Staff	5
TOTAL	Â	580

II. Composition of Scheduled Castes and Scheduled Tribes in the employee Strength

Â	Total Employee Strength	Â	Composition		Â
Â	Â	SC	%	ST	%
Officers	506	77	15.22	27	5.33
Clerical	69	21	30.43	10	14.49
Sub-Staff	5	0	0	0	0
Total	580	98	16.89	37	6.38

III. WELFARE OF SC / ST / OBC:

As per the National Policy on reservation for SC / ST& OBC, GIC Re has framed rules, which allow reservations and concessions/relaxation for SC / ST and OBC in recruitment and promotion wherever applicable. Special in-house training classes are conducted for SC / ST employees who are in the promotion zone in order to enable them to acquire knowledge so that they are able to give a better account of themselves in the written test.The Corporation also organizes online pre-recruitment trainings for the SC / ST candidates who apply for the recruitment examination on All India Basis.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Corporation has been employing women employees in various cadres within its office. The Corporation has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2018-19 and hence no complaint is outstanding as on 31st March 2019 for redressal.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

During the year under review, the Corporation improved its performance in implementation of Official Language Policy of the Government of India and complied with the guidelines issued by the Ministry.

For implementation of Official Language Policy of the Government, regular inspections of Departments situated in head office, Mumbai and liaison offices at Delhi and Chennai were carried out by the officials of Official Language Department.

In-house quarterly journal KSHITIJ was published regularly. It was also made available on Corporation's website. During Hindi fortnight, various competitions were organized. The winners of these competitions were awarded prizes during a cultural programme.

CMD's Shield was awarded to Human Resources Department

and certificates were given to General Accounts Department and Corporate Social Responsibility Department as these departments were found to be the best performing departments of the Corporation with regards to Official Language Implementation.

Almost all Officers and Employees are having working knowledge of Official Language. Out of 580 personnel of GIC Re, 149 are proficient in Hindi.

Akruti based UNICODE has been installed on the computers. Officers and Employees can do their day to day work in Hindi also.

Officials of GIC have attended all Town Official Language Implementation Committee (TOLIC) meetings and participation was assured in various programmes organized under Town Official Language Implementation Committee (TOLIC) by its members.

Official Language Department of GIC was awarded II prize for Hindi In-house magazine KSHITIJ by Town Official Language Implementation Committee (TOLIC). Hindi Implementation in GIC Re was awarded III prize by an apex NGO working in the field of Official Language.

VIGILANCE

The Vigilance Department of the Corporation is headed by a Chief Vigilance Officer (CVO) in the rank of General Manager. The emphasis of the Vigilance Department is on preventive vigilance.

The Department also focuses on various systems improvement initiatives.

The focus of the Organization, in concurrence with CVC guidelines, is to take proactive steps to avoid a vigilance-like situation. Audit reports are studied, and remarks made by Auditors are analysed. Surprise inspections are conducted periodically and lapses studied from a vigilance angle. Based on this, suggestions are made for improvement of systems and procedures of the organization. The purpose is to focus and accept vigilance as an organizational objective and create an atmosphere conducive to "Zero corruption" functioning, with role clarity and clear sense of direction. To improve vigilance administration, CVO and other officers also participate in the vigilance training programmes/workshops conducted by reputed organizations. The vigilance department also conducts workshop for employees during the vigilance awareness week.

Periodical discussions are held with the officials of various departments / companies to ensure financial and office discipline and imbibe a culture of value and ethics in the organization.

INTERNAL AUDIT DEPARTMENT

The Corporation has systems and controls in place covering all major areas of operations such as Underwriting, Investment and Finance. The objective of the Internal Audit Department is to critically appraise the adequacy and effectiveness of the various systems and controls in the various areas of operation of the Corporation, with a view to facilitate the Management to strengthen the overall governance mechanism.

To achieve the objective, the Internal Audit Department has utilized the services of professional audit firms. During the year 2018-19, M/s Mayra & Khatri were re-appointed as Internal Auditors for Reinsurance Operations and Business Accounts and M/s S.K. Patodia &Associates were re-appointed as Internal Auditors for Investment Operations and other departments.

The Internal Audit Department also appoints Internal Auditors for foreign branches of GIC Re in London, Dubai and Malaysia, representative office in Moscow and International Financial Service Centre Insurance Offices (110) at GIFT City.The Internal Audit of GIFT City IIO was conducted by GIC Re H.O. officials for FY 2018-19. The Internal Audit Department also conducted audit of Liaison Offices at Delhi and Chennai for FY 2018-19.

Besides, the following special audits were also arranged by the Internal Audit Department:

1. Secretarial Audit

2. RTI Audit

3. Audit of FAIR Nat CAT Pool

4. Audit of Indian Nuclear Insurance Pool

5. Audit of Indian Market Terrorism Risk Insurance Pool

6. IRMSP Audit

The Internal Audit Department functions independently under the supervision of the Audit Committee of the Board.

The Audit reports of GIC Re Head Office and Foreign branches are placed before the Audit Committee of the Board for their consideration and directions. Six (6) meetings of the Audit Committee of the Board were held during the year 2018-19. Action Taken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee. During the year, emphasis was laid on core business activities and audit of Reinsurance underwriting operations, settlement of outstanding accounts & reconciliations of broker balances. Other departments like Human Resources, IT, Communication, General Accounts, Office Services etc. were also covered during the year.

Besides major expenditures incurred, both Revenue and Capital, having financial implications were also subjected to audit. Treaty acceptances, Cash Call settlements and Settlement of Accounts were audited on concurrent basis.

Audit of Investment Operations was conducted on concurrent basis. This covered the primary and secondary market transactions. In line with RBI directions, Subsidiary Government Ledger (SGL) for Central and State Government Securities were subjected to concurrent audit and confirmation of correctness of balances and its reconciliation at the end of each month were sent to RBI. The same were also placed before the Audit Committee at its meetings.

The major contributions of the auditors during the year include appraising the management of the scope of improvement in cash call servicing, broker-wise and cedant-wise receivable management, reduction in unappropriated amounts and streamlining of outstanding loss reserves. The Audit function in the Corporation has brought about improvement in data quality,acceleration in claim processing, streamlining of process of accounts receivable management in the Reinsurance Operations.

By critically appraising the Management of the Corporation of the various systems and processes, the Internal Audit Department facilitated to strengthen the overall governance mechanism.

RTI ACT, 2005

The Corporation has in place the stipulated structure to implement the RTI Act, 2005 in the Organization. The Setup is headed by a Director & General Manager designated as the Transparency & Nodal Officer. A General Manager functions as the Appellate Authority, an Assistant General Manager is the Central Public Information Officer, an Assistant General Manager discharges the duties of Assistant Public Information Officer under the provisions of the Act. An Assistant Manager has been nominated as Nodal Officer, MIS.

The Corporate website www.gicofindia.com also hosts information as relevant to the Corporation, under the Act. It has separate Right to Information link developed and continuously updated by the RTI Cell (https://www.gicofindia.com/en/right-to-information) containing information and complying with the provisions under the RTI Act, 2005 and other Ministerial and CIC circulars.

GIC in the FY 2018-19 complied with the guidelines issued by Ministry of Personnel regarding Implementation of suo mofu disclosure u/s 4 of the RTI Act, 2005 and its Audit thereof.

During the period under review (2018-19) the corporation received two hundred and ten Applications and seven First Appeals under the RTI Act, 2005. All the Applications were duly replied and appeals were disposed of well within the stipulated time. No Second Appeal has been filed against the Corporation before Central Information Commission.

During the period under review, Transparency Auditfor Disclosure of Information was conducted by Central Information Commission for 838 Public Authorities. General Insurance Corporation of India has been Graded A with score of 96%.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

Information Technology is an enabler and has been at the core of all global businesses. Applying state of art' technology and processes is important for GIC Re in moving towards the set vision of becoming a leading global reinsurance and risk solution provider.

Information Technology Management Group (ITMG) has been ably supporting the needs of the stakeholders for business and reporting. During the year under review ITMG, while ensuring availability of uninterrupted IT services and keeping the data secure undertook the following major activities:

Life Reinsurance Management software (LRM) was configured and implemented. LRM will contribute towards improvements in data management, analysis and periodic regulatory reporting.

Catastrophe Modelling- ITMG assisted underwriting and protection sections in implementing a global catastrophe modelling software for various perils and different territories worldwide.

e-Helpdesk: A PowerApps based tool developed in-house for providing an opportunity for employees to raise support issues.

Data Centre capacity has been enhanced by adding more nodes into the Hyperconverged Infrastructure (HCI).

Special Projects: Proof of Concept (POC) carried out in the areas of Wireless LAN, Virtual Desktop Interface & Robotic Process Automation.

To review the controls and assess the vulnerabilities of the IT systems, Vulnerability and Penetration Testing (VAPT) audit is conducted periodically by experts and actions are taken based on the reports. Talks by experts are arranged to disseminate information on security threats for the Middle and Top Management.lnformation Security Policy is circulated to all employees.

Skill development, training and building awareness of the IT team is a continuous process. In the age of disruptive technologies, the team keeps abreast of the ever evolving concepts such as Block Chain, Machine Learning/ Artificial Intelligence and Robotic Process Automation by participation at relevant conferences, seminars and specific training.

TRAINING/HRD

Employees today are required to compete in a dynamic environment where in technology, ideas and events converge rapidly, creating challenges and opportunities for them.

For this, one is required to constantly learn new skills and be abreast of knowledge as well as excel in Inter-personal relationships, too. Training Department enables the employees in perfecting their in-born talents and learning new skills. We empower them to use imagination, develop creative solutions and remain flexible while ideating or communicating. Both, experienced and young leaders become equipped to motivate others to turn their ideas into results that make a difference to business. Training plays an important role in the overall growth of the organization.

In the year 2018-19, training was imparted to all levels of employees. Training programmes were conducted for the employees at GIC Suraksha Premises; National Insurance Academy, Pune; Insurance Institute of India, BKC, Mumbai and other Reputed Institutes. Many soft skilled programmes as well as technical based programmes were initiated and completed successfully.

A summary of various training programmes organized by the Training Department are indicated below:

Organization	No. of Programmes	No. of Employees trained
GIC Re	12	452
National Insurance	Â	Â
Academy	19	46
Insurance Institute of India	2	2
Other Reputed Institutes	70	198
Seminar / Conferences / Trainings in Foreign Countries	22	51

Some highlights of the programmes are:

1. 45 days long Induction Training Programme was conducted at Insurance Institute of India, BKC, Mumbai for 25 Direct Recruit Scale-1 Officers (Assistant Manager). The sessions covered aspects of both, Insurance and Reinsurance.

2. This year training department has arranged the one - day workshop on Corporate Grooming, Etiquette & Fine Dining by Ms. Sabira Merchant

for the Senior Executives (GMs & DGMs) of GIC Re. The programme was received very well by all the executives.

3. In order to motivate the employees and bringing a new energy in them, the training department has conducted the two-days workshop on office procedures for all Class III/IV employees of GIC RE.

4. As a special initiative towards SC/ST employees, Training Department has nominated 5 SC/ST GIC Re officials for the Three-days Reinsurance Training programme. The training programme was organized by the Singapore College of Insurance.Training Department has also conducted Workshop on "Reservation in Services" for SC/ST employees.

5. A specialized programme on 'MS EXCEL' was conducted at NIA, Pune for all the BAS officials. It was a two days programme attended by 23 BAS officials. The programme was appreciated by all the participants.

6. The Training Department also conducted a training programme to familiarize the employees about Reinsurance Clauses and the training ended with a very interactive session with the speaker, Shri Vikas Shukla.

7. This time a specialized in-house programme on the topic- "SAP and BWP Overview" was also conducted at GIC Re, Suraksha. Approximately 40 employees attended this training programme in different batches.

8. As part of the Vigilance Awareness Week, training department has organized a training on "Preventive Vigilance - DO's and DON'T's" for Deputy Managers and newly promoted Senior Managers. The faculty for this session was our CVO, Shri Ravi Chaudhary. This session brought out the precautionary steps needed to be taken by the middle level managers.

The Training Department has ensured that every employee was nominated to at least one training programme during the year 2018-19. Such initiatives ensure that our employees are skilled enough to handle the complex business scenarios.

OVERSEAS EXPANSION

Expansion plans are drawn basing on study of market opportunities, supported by understanding of the business, working environment and regulations in prospective markets. GIC Re has also been striking strategic partnership with reinsurers abroad to take advantage of the expertise and experience of both and leverage on economies of scale.

Following approval by Lloyd's in March 2018 to establish syndicate, the fully Indian capital backed GIC Syndicate 1947 became operational in London from April 2018. M/s. Pembroke Agency Limited, a Liberty Mutual Company will be the Managing Agent in initial years till GIC Re establishes its own Managing Agency.

Scaling up of Moscow Representative Office to a full-fledged business office is in an advanced stage.

INVESTMENT IN INSURANCE COMPANIES DOMESTIC OPERATIONS

â¢ AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICIL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance Companies.

OVERSEAS OPERATIONS

GIC Re has 4 overseas offices viz; a Representative Office in Moscow and Branch Offices in London, Dubai and Malaysia.

The Corporation has exposure in the share capital of Kenindia Assurance Company Ltd., Kenya, India International Insurance Pte. Ltd., Singapore, Asian Reinsurance Corporation, Bangkok and East Africa Reinsurance Company Ltd., Kenya.

LONDON BRANCH (UK)

During the current financial year 2018-19, the Gross Premium written by the Branch was GBP 99.29 million compared to GBP 90.21 million last year and earned a profit of GBP 11.04 million as against a profit of GBP 1.85 million last year.

DUBAI BRANCH (UAE)

During the current financial year 2018-19, the Gross Premium written by the Branch is AED 956.47 million compared to AED 1,198.29 million last year and incurred a loss of AED 25.91 million as against a loss of AED 0.18 million last year.

MALAYSIA BRANCH

During the current financial year 2018-19, the Gross Premium written by the Branch was RM 732.64 million compared to RM 664.07 million and incurred a loss of RM 34.40 million as against a loss of RM 49.18 million.

KENINDIA ASSURANCE CO. LTD., KENYA

The paid-up share capital of the Company is Kshs 561 million. The total shares held by GIC is 515,777 shares of Kshs 100 each as on 31st December 2018. The Corporation's holding in the share capital of the Company is 9.19%.

INDIA INTERNATIONAL INSURANCE PTE. LTD., SINGAPORE

The Corporation holds 20% shares in India International Insurance Pte. Ltd., which has a share capital of S$ 50 million. The total shareholding of GIC Re in the Company is 10 mn shares each of 1 S$.

The Company has made a profit of S$ 4.76 million as against a profit of S$ 3.05 million last year.

The Directors have recommended a first & final dividend of 0.5 cents per share based on 2017 results.

ASIAN REINSURANCE CORPORATION, BANGKOK

The Corporation is holding 6.32% of the share capital as Associate Member of Asian Re in addition to holding 0.99% of the share capital as its Regular Member on behalf of the Government of India.

As per the Dividend Policy of the Corporation, proposal for dividend will be considered by the Council of Members, in its next meeting.

EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Corporation has 14.7521% stake in the share capital of East Africa Reinsurance Company Ltd., an existing profit making reinsurance company in Kenya. The total shareholding of the Corporation is 221,281 shares of 1000 Kshs, as on 31st December 2018.

The Company has made a profit of Kshs 615.55 million as against a profit of Kshs 601.57 million last year.

Board has recommended a total dividend of Kshs 100 million equivalent to 16.25% of PAT to registered shareholders as at 31st December 2018.

GIC BHUTAN RE LTD.

The maiden reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters.The venture began its operations in the name 'GIC Bhutan Re Ltd.' in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 13,000,000 shares of value Nu 10 each as of 31st December 2018. The rest of the shareholding is divided between two Local Bhutanese promoters with 17% stake each and 40% shares are held by the public.

The Company has made a profit of Nu 42.84 million as against a profit of Nu. 31.44 million last year. The Company has not declared any dividend for the year ended 31st December 2018.

GIC RE SOUTH AFRICA LTD.

GIC Re South Africa Ltd. is the Corporation's first 100% owned subsidiary (Wholly owned subsidiary) operational since October 2014. The company when acquired was in the run-off for both Life as well as Non-life business. GIC started writing new Non-life business since January 2015.

The Corporation held 571,030,862 no par value ordinary shares with a value of ZAR 1,142,061,724 constituting 100% of GIC Re South Africa Ltd's equity as of 31st March 2019.

The Company has made a profit of Rand 254.60 million as against a loss of Rand 76.42 million last year.

The Company has not paid or declared any dividend during the year ended 31st March 2019.

â¢ GIC RE, INDIA, CORPORATE MEMBER LIMITED

With the objective of becoming a reputed global reinsurer, GIC Re expanded into Lloyd's of London by offering reinsurance capacity to Lloyd's syndicates through quota share capital gearing treaties since 2011. Since as a capacity provider, GIC Re was required to have its own Corporate Membership at Lloyd's, GIC Re acquired I-CAT CCM TEN Ltd., an existing corporate Member company, in November 2013 and renamed it as GIC Re, India, Corporate Member Ltd., which is registered as a private limited company in the UK. The Company commenced reinsurance operations in 2014.

The business underwritten by the Company is fully reinsured with GIC Re.

The company has earned a profit of GBP 1.04 million as against a loss of GBP 22,000 last year.

The company has not declared payment of any dividend for the year.

LISTING OF EQUITY SHARES

The shares of the Corporation are listed on The National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

PUBLIC DEPOSITS

The Corporation has not accepted any deposits under Section 73 of the Companies Act, 2013.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors of the Corporation as on 31st March 2019 consisted of Eight (8) Directors, out of which four are independent Directors, one is Government Nominee Director and three are whole-time Directors including the Chairman cum Managing Director.

None of the Directors are related to any other Director or employee of the Corporation.

The details pertaining to composition and change in Board, committees and details of meetings is provided under Corporate Governance Report and hence not repeated here to avoid duplication.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

RETIREMENT OF DIRECTOR BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, Shri Ravi Mital, Government Nominee Director would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Shri Ravi Mital has offered himself for re-appointment.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Corporation being a Government Company, is exempted to furnish information under Section 134 (3) (e) of the Companies Act, 2013 vide MCA Notification dated 5th June 2015.

POLICY FOR REMUNERATION OF KEY MANAGERIAL PERSON AND OTHER EMPLOYEES

The Corporation, being a Government Company, the remuneration payable to Key Managerial Persons and other employees are as per the Government of India norms.

CODE OF CONDUCT UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Corporation, being a Government Company is subjected to the CVC Guidelines and the Corporation has a separate Vigilance Department administering the Vigilance matters.

The Corporation has a Whistle Blower Policy/Vigil Mechanism Policy approved by the Board and the same is placed on the website of the Corporation.

CORPORATE GOVERNANCE

BUSINESS RESPONSIBILITY REPORTING

Business Responsibility Report as stipulated under Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and has been hosted on the website of the Corporation and can be viewed at www.gicofindia.com.

CEO / CFO CERTIFICATION

In terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the certification by the Managing Director & CEO and Chief Financial Officer of the Corporation on the financial statements and internal controls relating to financial reporting has been obtained.

DETAILS OF UNCLAIMED SUSPENSE ACCOUNT

Details of Unclaimed Suspense Account as provided by our RTA i.e. Karvy Fintech Private Limited pursuant to Regulation 39 read with Part F of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Sr. No.	Description	No. of Shareholders	No. of Shares
1	Aggregate Number of shareholders and the outstanding shares lying unclaimed as on 1st April 2018	07	112
2	Number of shareholders who approached Listed entity for transfer of shares from suspense account during the year	06	96
3	No. of shareholders to whom shares were transferred from suspense account during the year	06	96
4	Aggregate Number of shareholders and the outstanding shares lying unclaimed as on 31st March 2019	01	32*

*The Outstanding shares lying unclaimed as on 31st March 2019 includes 16 (Sixteen) Bonus Equity shares issued by the Corporation to the Shareholders in the month of July 2018.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134 of Companies Act, 2013, the Directors confirm that:

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. The Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to Â give a true and fair view of the state of affairs of the Corporation at the end of the financial year and the profit and loss of the Corporation for that period.

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down Internal financial control to be followed by the Corporation and that such Internal Financial Controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE CORPORATION

BOARD MEETINGS

The number of Board meetings held during financial year 2018-19 of the Corporation were Six (6) and these are as follows:

25th May 2018

30th July 2018

5th September 2018

13th November 2018

8th February 2019

25th March 2019

SECRETARIAL STANDARDS

During 2018-19, the Corporation was in compliance with the applicable accounting standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2017-18 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOK SABHA	21st December 2018
RAJYA SABHA	18th December 2018

ACKNOWLEDGEMENT

The Corporation would like to express its gratitude for the continued support and guidance received from Principal Director of Commercial Audit and Ex-Officio Member, Audit Board-I, Mumbai.

The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative have made the Organisation's growth and success possible and continue to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board of Directors
Â	Sd/-
Â	(Alice G. Vaidyan)
Â	Chairman-cum-Managing Director
Date : 23rd May 2019	Â
Place : Mumbai	Â

CSR Report - Annexure-l

1. Brief outline of CSR policy:

To strive to transform India into a risk- aware society from being a risk-averse society.

To achieve our vision by integrating social, environmental and health concerns of the Indian society into Corporation's overall CSR policy and programmes.

The thrust of CSR activities is on capacity building, empowerment of communities, inclusive socio-economic growth, environment protection, promotion of green and energy efficient technologies, development of backward regions, and upliftment of the marginalized and under-privileged sections of the society.

2. Composition of CSR Committee:

Smt. Alice G. Vaidyan, Chairman cum Managing Director Shri Ravi Mital, Government Nominee Director

Shri Atanu Kumar Das, Independent Director

Shri G. B. Pande, Independent Director

Smt. Sashikala Muralidharan, Director & General Manager

Smt. Usha Ramaswamy, Director & General Manager

3. Average Net profit of Company for last three financial years: Rs. 3727.35 Crore

4. Prescribed CSR expenditure (2% of the amount in item 3): Rs. 74.55 Crore

5. Details of CSR spent during financial year 2018-19:

a) Total Amount to be spent in FY:Rs. 74.55 Crore

b) Amount Unspent: Rs. 9.26 Crore

c) Manner in which the amount spent during the financial year in detail:

No.	CSR Project identified	Sector in which the project is covered	Projects/Programes Local Area State/District	Amount outlay(Rs)	Amount spent on the Projects or Programs (Rs)		Cumulative expenditure	Amount spent: Director through Implementing Agency (Rs)
Â	Â	Â	Â	Â	Direct	Overhead	Â	Â
(1)	(2)	(3)	(4)	(5)	(6)	Â	(7)	(8)
1..	Annamrita Foundation	Infrastructure (Vans)	Mumbai, Maharashtra; Jaipur, Rajasthan	16,35,000.00	15,20,242.00	0.00	15,20,242.00	DIRECT-AF
2.	ALIMCO	Disability camps	Firozpur, Haridwar, Amravati, Indore,	5,00,00,000.00	1,00,00,000.00	0.00	1,00,00,000.00	DIRECT-ALIMCO
3.	Ashray Social Welfare Foundation	Infrastructure (Vans)	Patan, Gujarat	19,75,000.00	19,75,000.00	0.00	19,75,000.00	DIRECT-ASHRAY
4.	Amar Seva Sangam	Infrastructure	Ayikudy, Tamil Nadu	1,27,48,731.00	63,74,866.00	0.00	63,74,866.00	DIRECT-ASSA
5.	BMVSS Ahmedabad	Livelihood generation	Bengaluru, Karnataka	9,20,000.00	6,07,200.00	0.00	6,07,200.00	DIRECT-BMVSS
6.	BMVSS Jaipur	Livelihood generation	Jaipur, Rajasthan	24,99,000.00	24,99,000.00	0.00	24,99,000.00	DIRECT-BMVSS
7	BMVSS Jaipur	Livelihood	8 centers,	4,04,98,750.00	4,04,98,749.00	0.00	4,04,98,749.00	DIRECT-BMVSS
Â	Â	generation	Rajasthan	Â	Â	Â	Â	Â
8.	Bosco Net	Infrastructure (Vans)	Andhra Pradesh, Telangana	98,98,565.00	98,98,565.00	0.00	98,98,565.00	DIRECT-BN
9.	CMDRF Kerala	Rehabilitation	Kerala	3,00,00,000.00	3,00,00,000.00	0.00	3,00,00,000.00	DIRECT-CMDRF-Kerala
10.	CMRF Nagaland	Rehabilitation	Nagaland	3,00,00,000.00	3,00,00,000.00	0.00	3,00,00,000.00	DIRECT-
Â	Â	Â	Â	Â	Â	Â	Â	CMRF-Nagaland
11.	Ciigma Health Foundation	Health care	Aurangabad, Maharashtra	24,00,000.00	6,00,000.00	0.00	6,00,000.00	DIRECT-CHF
12.	Deep Vidya Mandir Samiti	Infrastructure (Vans)	Dausa, Rajasthan	23,60,061.00	23,60,061.00	0.00	23,60,061.00	DIRECT-DVMS
13.	DHAN Foundation	Infrastructure	Madurai, Tamil Nadu	9,00,000.00	8,99,482.00	0.00	8,99,482.00	DIRECT-DIF
14.	DHAN Foundation	Infrastructure	Madurai, Tamil Nadu	2,00,80,500.00	80,32,200.00	0.00	80,32,200.00	DIRECT-DIF
15.	GlC Vriksharopan	Plantation	Pune, Maharashtra	3,31,000.00	3,06,000.00	0.00	3,06,000.00	DIRECT-MULTIPLUS AGENCY DIRECT-SAI ENTERPRISES
16.	Impact India Foundation	Health	Varanasi, Uttar Pradesh	84,66,000.00	50,79,600.00	0.00	50,79,600.00	DIRECT- IIF
17.	Kendriya Sainik Board	Penury	PAN India	9,60,00,000.00	80,00,000.00	0.00	80,00,000.00	DIRECT-KSB
18.	Language and Learning Foundation	Education	Chhattisgarh, Haryana	49,25,500.00	12,99,999.00	0.00	12,99,999.00	DIRECT-LLF
19.	Parivar Education Society	Education	Devas, Madhya Pradesh	2,95,89,450.00	73,97,362.00	0.00	73,97,362.00	DIRECT-PES
20.	Masoom	Education	Mumbai, Maharashtra	46,06,132.00	0.00	0.00	0.00	DIRECT-Masoom
21.	NIA	Education	Pune, Maharashtra	5,61,000.00	5,61,000.00	0.00	5,61,000.00	DIRECT-NIA
22.	NARMADA	Infrastructure/ Vans	Purnalepa, Madhya Pradesh	1,39,77,154.00	82,27,154.00	0.00	82,27,154.00	DIRECT-NARMADA
23.	RAIL Sahyog	Steel benches	Mumbai, Pune, Maharashtra	52,25,00,000.00	26,12,50,000.00	0.00	26,12,50,000.00	DIRECT-RS
24.	Ramakrishna Sevashrama Mission	Education	Vrindavan, Uttar Pradesh	24,75,000.00	23,92,500.00	0.00	23,92,500.00	DIRECT-RSM
25.	Ramakrishna Sevashrama Mission	Renewable Energy	Vrindavan, Uttar Pradesh	1,26,00,000.00	1,25,08,000.00	0.00	1,25,08,000.00	DIRECT-RSM
26.	Ramakrishna Sarada Mission Matri Bhavan	Infrastructure	Kolkata, West Bengal	63,37,812.00	59,60,567.00	0.00	59,60,567.00	DIRECT-RSMB
27.	Rural Development Trust	Infrastructure/ Health	Anantpur, AP	19,08,177.00	19,08,177.00	0.00	19,08,177.00	DIRECT-RDT
28.	Samarthanum Trust for the Disabled	Renewable Energy	Bengaluru, Karnataka	24,50,000.00	24,50,000.00	0.00	24,50,000.00	DIRECT-STB
29.	Sainik School	Digitalization	Kazakootam, Kerala	20,00,000.00	20,00,000.00	0.00	20,00,000.00	DIRECT-SS
30.	SankalpTaru Foundation	Plantation	Leh, Jammu & Kashmir/ Barmer, Rajasthan	15,81,680.00	15,81,680.00	0.00	15,81,680.00	DIRECT-STF
31.	Seva Mandir	Education	Rajasthan	7,57,350.00	3,78,675.00	0.00	3,78,675.00	DIRECT-SM
32.	Satya Special School	Infrastructure (Vans)	Puducherry	24,86,620.00	24,86,620.00	0.00	24,86,620.00	DIRECT-SSS
33.	Smile Foundation	Health care	4 centers, PAN India	4,95,77,004.00	1,38,69,272.00	0.00	1,38,69,272.00	DIRECT-SF
34.	Shraddha Rehabilitation Foundation	Health care	Karjat, Maharashtra	2,84,94,000.00	89,51,550.00	0.00	89,51,550.00	DIRECT-SRF
35.	Samaritan Help Mission	School infrastructure	Howrah, West Bengal	3,36,85,000.00	1,68,42,500.00	0.00	1,68,42,500.00	DIRECT-SHM
36.	Samaritan Help Mission	Hospital	Howrah, West Bengal	1,51,57,500.00	75,78,750.00	0.00	75,78,750.00	DIRECT-SHM
37.	SP Medical College	Renewable energy	Bikaner, Rajasthan	3,67,07,500.00	91,76,875.00	0.00	91,76,875.00	DIRECT-SPM
38.	Stree Mukti Sanghatana	Cleanliness	Mumbai, Maharashtra	4,38,446.00	4,38,446.00	0.00	4,38,446.00	DIRECT-SMS
39.	Shree Pragnachakshu Mahila Seva Kunj	Renewable energy	Surendranagar, Umargaon, Gujarat	31,01,974.00	28,94,870.00	0.00	28,94,870.00	DIRECT-SPCMSK
40.	Sri Sankaradeva Nethralaya	Health care	Guwahati, Assam	1,10,98,895.00	1,10,98,895.00	0.00	1,10,98,895.00	DIRECT-SSN
41.	The Akshaya Patra Foundation	Mid-day meal	Rourkela, Puri, Odisha	1,82,45,700.00	1,82,45,700.00	0.00	1,82,45,700.00	DIRECT-TAPF
42.	The Akshaya Patra Foundation	Mid-day meal	Bhillai, Nathdwara, Nayagarh, Rourkela, Lucknow, Vrindavan, Hubli & Guwahati	4,85,48,500.00	4,85,48,500.00	0.00	4,85,48,500.00	DIRECT-TAPF
43.	The Akshaya Patra Foundation	Kitchen	Puducherry, Tamil Nadu	5,92,15,864.00	2,36,80,000.00	0.00	2,36,80,000.00	DIRECT-TAPF
44.	Tata Memorial Center	Cancer care	Mumbai, Maharashtra	6,30,00,000.00	1,26,00,000.00	0.00	1,26,00,000.00	DIRECT-TMC
45.	Tata Memorial Center	Cancer care	Mumbai, Maharashtra	50,00,000.00	49,97,300.00	0.00	49,97,300.00	DIRECT-TMC
46.	Tata Memorial Center	Cancer care	Mumbai, Maharashtra	50,00,000.00	48,65,000.00	0.00	48,65,000.00	DIRECT-TMC
47.	Vanarai	Plantation	Pune, Maharashtra	58,500.00	58,500.00	0.00	58,500.00	DIRECT-VANARAI
Â	Total	Â	Â	1,29,67,97,365.00	65,28,98,857.00	0.00	65,28,98,857.00	Â

6. Reasons for the unspent amount:

Many projects are in the implementation stage and have a multiple grant disbursement schedule which is rolling over to the FY 2019-20.

7. Responsibility Statement of the CSR Committee:

We hereby affirm that the CSR Policy, as approved by the Board, has been implemented and the CSR Committee monitors the implementation of CSR Projects and activities in compliance with our CSR objectives.

Sd/-Smt. Alice G. Vaidyan
(Chairman-cum-Managing Director)
(Chairman - CSR Committee)

Secretarial Audit Report - Annexure-II

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

General Insurance Corporation of India,

CIN L67200MH1972GOI016133

Suraksha 170, Jamshedji Tata Road, Churchgate, Mumbai - 400 020.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by General Insurance Corporation of India (hereinafter called 'the Company') for the year ended 31st March, 2019. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2019 according to the provisions of:

(i) The Companies Act, 2013 (the Act), and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Applicable to the extent of Foreign Direct Investment and Overseas Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (upto 10th November, 2018) and Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (with effect from 11th November, 2018);

d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 - Not Applicable as the Company has not issued any shares / options to directors / employees under the said Regulations during the period under review;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 - Not Applicable as the Company has not issued and listed debt securities during the financial year under review;

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client - Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the financial year under review;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 -Not applicable as the Company has not delisted / proposed to delist its equity shares from any Stock Exchange during the financial year under review;

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (up to 10th September 2018) and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (with effect from 11th September 2018)-Not applicable as the Company has not bought back/proposed to buy-back any of its securities during the financial year under review and

(vi) The management has identified and confirmed the following laws as specifically applicable to the Company:

1. Insurance Act, 1938

2. Insurance Laws (Amendment) Act, 2015

3. IRDA (Appointed Actuary) Regulations, 2017

4. IRDA (Investment) Regulations, 2016

5. Corporate Governance Guidelines, 2016

6. IRDA (General Insurance-Reinsurance) Regulations, 2016

7. IRDA (Life Insurance-Reinsurance) Regulations, 2013

8. IRDA (Assets, Liabilities and Solvency Margin of General Insurance Business) Regulations, 2016

9. IRDA (Preparation of Financial Statements and Auditor's Report of Insurance Companies) Regulations, 2002

10. IRDA (Places of Business) Regulations, 2015

11. Indian Insurance Companies (Foreign Investment) Rules, 2015

12. IRDA (Form of Annual Statement of Accounts and Records) Rules, 2001

13. IRDA (Issuance of Capital by Indian Insurance Companies Transacting Other than Life Insurance Business) Regulations, 2015.

14. IRDAI (Reinsurance) Regulations, 2018

We have also examined compliance with the applicable clauses / regulations of the following:

(i) Secretarial Standards with regard to Meeting of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India;

(ii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that -

the Board of Directors of the Company is duly constituted with Executive, Non-Executive and a Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

adequate notice was given to all Directors about the schedule of the Board / Committee Meetings, agenda and detailed notes on agenda were sent at least seven days in advance before the meeting. The Company has obtained consents from the Directors for convening meetings of Board / Committee for which notice and / or agenda were not sent seven days in advance. Any additional information(s) / clarification(s) sought by the Directors on the agenda items before the meetings were provided to them.

all decisions of the Board and Committee thereof were carried out unanimously.

We further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate systems and processes in place in the Company which is commensurate with its size and operations, to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

As informed the Company has responded appropriately to notices for demands, claims, penalties etc. levied by various statutory / regulatory authorities and initiated actions for corrective measures, wherever found necessary.

We further report that during the audit period the following event has occurred which had a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards eta-Issue and allotment of 87,72,00,000 fully paid-up bonus equity shares of Rs. 5/- each by capitalizing the reserves of the Company to the members in the ratio of 1:1 equity share held by them as on the Record Date.

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

For S. N. ANANTHASUBRAMANIAN & CO.

Company Secretaries

Firm Registration No. P1991MH040400

Malati Kumar
Partner	Â
ACS	: 15508
COP No.	: 10980
Date	: 17th May 2019
Place	: Thane

Annexure-A

To,

The Members,

General Insurance Corporation of India,

CIN L67200MH1972GOI016133

Suraksha 170, Jamshedji Tata Road, Churchgate, Mumbai- 400 020.

Our Secretarial Audit Report for the Financial Year ended 31st March, 2019 of even date is to be read along with this letter. Management's Responsibility

1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor's Responsibility

2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

6. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

FOR S. N. ANANTHASUBRAMANIAN & CO.

Company Secretaries

Firm Registration No. P1991MH040400

Malati Kumar
Partner	Â
ACS	: 15508
COP No.	: 10980
Date	: 17th May 2019
Place	: Thane

Extract of Annual Return - Annexure-l

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended on 31st March 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS

i)	CIN	L67200MH1972GOI016133
ii)	Registration Date	22nd November 1972
iii)	Name of the Company	GENERAL INSURANCE CORPORATION OF INDIA
iv)	Category / Sub-Category of the Company	Insurance Company - Public Company Limited by Shares
v)	Address of the registered office and contact details	"Suraksha", 170, J. Tata Road, Churchgate, Mumbai - 400 020. Tel.: (+91-22) 2286 7000; Fax: (+91-22) 2288 4010
vi)	Whether listed company Yes/No	Yes
vii)	Name, Address and Contact details of Registrar and Transfer Agent, if any:	M/s. Karvy Fintech Private Limited Karvy Selenium Tower B, Plot 31-32, Financial District, Gachibowli, Hyderabad - 500 032. Telephone no.: +91-40-6716 1562 Fax No.: +91-40-2300 1153 E-mail ID: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sr. No.	Name and Description of main products/services	NIC Code of the products/service	% to total turnover of the company
1	Reinsurance	6520	1 00%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares held	Applicable Section
1	India International Ins. Pte Ltd 64 Cecil Street, #04-#05 IOB Building, Singapore 049711	Â	ASSOCIATE	20%	Section 2(6) of Companies Act, 2013
2	GIC Bhutan Re Ltd Post Box No 1679, Near Thimphu Thromde Office, Thimphu, Bhutan	Â	ASSOCIATE	26%	Section 2(6) of Companies Act, 2013
3	Agriculture Insurance Company India Ltd 13th Floor, Ambadeep Building, 14, Kasturba Gandhi Marg, New Delhi - 110 001, India	CIN: U74999DL2002PLC 118123	ASSOCIATE	35 %	Section 2(6) of Companies Act, 2013
4	GIC Re South Africa Ltd 15 Eton Road, Park Town, Johannesburg 2193, South Africa	Â	SUBSIDIARY	100%	Section 2(87) of Companies Act, 2013
5	GIC Re, India, Corporate Member Limited, UK Leadenhall Insurance Consultants Ltd, Suite 835, At Lloyd's, One Lime Street, London, England, EC3M 7DQ	Â	SUBSIDIARY	100%	Section 2(87) of Companies Act, 2013

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

During 2018-19, the Corporation, pursuant to the approval of shareholders through postal ballot, issued bonus equity shares in the ratio of 1:1, i.e. 1 (one) equity share of Rs. 5/- each (fully paid up) for every 1 (one) existing equity share of Rs. 5/- each (fully paid up) to the Shareholders of the Corporation, in the month of July 2018.

i) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year				No. of Shares held at the end of the year				% Change shareholding during the year
Â	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change shareholding during the year
A. Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
1) Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Individual /HUF	0	0	0	0	0	0	0	0	0
b) Central Govt.	752500000	0	752500000	85.78	1505000000	0	1505000000	85.78	0
c) State Govt.	0	0	0	0	0	0	0	0	0
d) Bodies Corp.	0	0	0	0	0	0	0	0	0
e) Banks / Fl	0	0	0	0	0	0	0	0	0
g) Any Other	0	0	0	0	0	0	0	0	0
Sub-total (A) (1):-	752500000	0	752500000	85.78	1505000000	0	1505000000	85.78	0
2) Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) NRIs - Individuals	0	0	0	0	0	0	0	0	0
b) Other - Individuals	0	0	0	0	0	0	0	0	0
c) Bodies Corp.	0	0	0	0	0	0	0	0	0
d) Banks / Fl	0	0	0	0	0	0	0	0	0
e) Any Other	0	0	0	0	0	0	0	0	0
Total (A) (2)	0	0	0	0	0	0	0	0	0
Shareholding of Promoter	Â	Â	Â	Â	Â	Â	Â	Â	Â
(A) = (A)(1)+(A)(2)	752500000	0	752500000	85.78	1505000000	0	1505000000	85.78	0
B. Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1. Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Mutual Funds	6076009	0	6076009	0.69	13059678	0	13059678	0.74	0.05
b) Banks / Fl	14901323	0	14901323	1.70	29692334	0	29692334	1.69	-0.01
c) Central Govt.	0	0	0	0	0	0	0	0	0
d) State Govt.(s)	0	0	0	0	0	0	0	0	0
e) Venture Capital Funds	0	0	0	0	0	0	0	0	0
f) Insurance Companies	82402335	0	82402335	9.39	168911464	0	168911464	9.63	0.23
g) Flls/FPIs	2654681	0	2654681	0.30	4603129	0	4603129	0.26	-0.04
h) Foreign Venture	0	0	0	0	0	0	0	0	0
Sub-total (B)(1):-	106034348	0	106034348	12.09	216266605	0	216266605	1233	0.24
2. Non-Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a) Bodies Corp.	4053107	0	4053107	0.46	6038493	0	6038493	0.34	-0.12
b) Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh	13372132	28	13372160	1.52	24475777	1172	24476949	1.40	-0.13
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	94980	0	94980	0.01	1816372	0	1816372	0.10	0.09
c) Others (specify)	1145405	0	1145405	0.13	801581	0	801581	0.05	-0.08
Clearing Members	127745	0	127745	0.01	83710	0	83710	0	-0.01
NBFC	655039	0	655039	0.07	3008	0	3008	0	-0.07
Non-Resident	Â	Â	Â	Â	Â	Â	Â	Â	Â
Indians	274920	0	274920	0.03	515150	0	515150	0.03	0
NRI - Non	Â	Â	Â	Â	Â	Â	Â	Â	Â
Repatriation	87701	0	87701	0.01	199713	0	199713	0.01	0
Sub-total (B)(2):-	18665624	28	18665652	2.13	33132223	1172	33133395	1.89	-0.24
Total Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
(B)=(B)(1)+ (B)(2)	124699972	28	124700000	1422	249398828	1172	249400000	14.22	0
C. Shares held by Custodian for	Â	Â	Â	Â	Â	Â	Â	Â	Â
GDRs & ADRs	0	0	0	0	0	0	0	0	0
Grand Total (A+B+C)	877199972	28	877200000	100.00	1754398828	1172	1754400000	100.00	0

ii) Shareholdina of Promoters

Sr. No.	Name of Shareholder	Shareholding at the beginning of the year			Shareholding at the end of the year			% change in shareholding during the year
Â	Â	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged/ encumbered to total shares	% change in shareholding during the year
1	President of India	752500000	85.78	0	1505000000	85.78	0	0
Â	Total	752500000	85.78	0	1505000000	85.78	0	0

(iii) Change in Promoters' Shareholding (please specify, if there is no change)

Sr. No.	Particulars	Date	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Â	Â	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	01.04.2018	752500000	85.78	0	0
2	Bonus Allotment	18.07.2018	752500000	85.78	1505000000	85.78
3	At the End of the year	31.03.2019	0	0	1505000000	85.78

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. No.	Name of Shareholder	Shareholding at the beginning of the year		Cumulative shareholding during the year
Â	Â	No. of Shares	% of total shares of the Company	No. of shares	% of total shares of the Company
Â	LIFE INSURANCE CORPORATION OF INDIA	Â	Â	Â	Â
Â	At the beginning of the year	73872862	8.42	-	-
Â	Purchase(s) prior to bonus	2077689	0.24	75950551	8.66
Â	Sale(s) prior to bonus	-	-	75950551	8.66
Â	Bonus shares	75901967	8.65	151852518	8.66
Â	Purchase(s) post bonus	-	-	151852518	8.66
Â	Sale(s) post bonus	-	-	151852518	8.66
Â	At the end of the year	-	-	151852518	8.66
2	THE NEW INDIA ASSURANCE COMPANY LIMITED	Â	Â	Â	Â
Â	At the beginning of the year	6042485	0.69	-	-
Â	Purchase(s) prior to bonus	-	-	6042485	0.69
Â	Sale(s) prior to bonus	-	-	6042485	0.69
Â	Bonus shares	6042485	0.69	12084970	0.69
Â	Purchase(s) post bonus	-	-	12084970	0.69
Â	Sale(s) post bonus	-	-	12084970	0.69
Â	At the end of the year	-	-	12084970	0.69
3	ICICI PRUDENTIAL EQUITY & DEBT FUND*	Â	Â	Â	Â
Â	At the beginning of the year	-	-	-	-
Â	Purchase(s) prior to bonus	56596	0.01	56596	0.01
Â	Sale(s) prior to bonus	(9767)	-	46829	0.01
Â	Bonus shares	46516	0.01	93345	0.01
Â	Purchase(s) post bonus	5089088	0.29	5182433	0.30
Â	Sale(s) post bonus	(127462)	(0.01)	5054971	0.29
Â	At the end of the year	-	-	5054971	0.29
4	STATE BANK OF INDIA	Â	Â	Â	Â
Â	At the beginning of the year	3958350	0.45	-	-
Â	Purchase(s) prior to bonus	-	-	3958350	0.45
Â	Sale(s) prior to bonus	-	-	3958350	0.45
Â	Bonus shares	3958350	0.45	7916700	0.45
Â	Purchase(s) post bonus	-	-	7916700	0.45
Â	Sale(s) post bonus	(5650)	-	7911050	0.45
Â	At the end of the year	-	-	7911050	0.45
5	PUNJAB NATIONAL BANK	Â	Â	Â	Â
Â	At the beginning of the year	3865850	0.44	-	-
Â	Purchase(s) prior to bonus	-	-	3865850	0.44
Â	Sale(s) prior to bonus	-	-	3865850	0.44
Â	Bonus shares	3865850	0.44	7731700	0.44
Â	Purchase(s) post bonus	-	-	7731700	0.44
Â	Sale(s) post bonus	-	-	7731700	0.44
Â	At the end of the year	-	-	7731700	0.44
6	L&T MUTUAL FUND TRUSTEE LTD -L&T EQUITY FUND	Â	Â	Â	Â
Â	At the beginning of the year	2542127	0.29	-	-
Â	Purchase(s) prior to bonus	131964	0.02	2674091	0.31
Â	Sale(s) prior to bonus	-	-	2674091	0.31
Â	Bonus shares	2674091	0.31	5348182	0.31
Â	Purchase(s) post bonus	593186	0.03	5941368	0.34
Â	Sale(s) post bonus	-	-	5941368	0.34
Â	At the end of the year	-	-	5941368	0.34
7	NATIONAL INSURANCE COMPANY LTD	Â	Â	Â	Â
Â	At the beginning of the year	1166696	0.13	-	-
Â	Purchase(s) prior to bonus	-	-	1166696	0.13
Â	Sale(s) prior to bonus	-	-	1166696	0.13
Â	Bonus shares	1166696	0.13	2333392	0.13
Â	Purchase(s) post bonus	-	-	2333392	0.13
Â	Sale(s) post bonus	-	-	2333392	0.13
Â	At the end of the year	-	-	2333392	0.13
8	ANDHRA BANK	Â	Â	Â	Â
Â	At the beginning of the year	2319512	0.26	-	-
Â	Purchase(s) prior to bonus	-	-	2319512	0.26
Â	Sale(s) prior to bonus	-	-	2319512	0.26
Â	Bonus shares	2319512	0.26	4639024	0.26
Â	Purchase(s) post bonus	-	-	4639024	0.26
Â	Sale(s) post bonus	-	-	4639024	0.26
Â	At the end of the year	-	-	4639024	0.26
9	UTI- TOP 100 FUND*	Â	Â	Â	Â
Â	At the beginning of the year	2260142	0.26	-	-
Â	Purchase(s) prior to bonus	58796	0.01	2318938	0.27
Â	Sale(s) prior to bonus	(500348)	(0.06)	1818590	0.21
Â	Bonus shares	1819270	0.21	3637860	0.21
Â	Purchase(s) post bonus	55757	-	3693617	0.21
Â	Sale(s) post bonus	(3411691)	(0.19)	281926	0.02
Â	At the end of the year	-	-	281926	0.02
10	UNION BANK OF INDIA	Â	Â	Â	Â
Â	At the beginning of the year	1546338	0.18	-	-
Â	Purchase(s) prior to bonus	-	-	1546338	0.18
Â	Sale(s) prior to bonus	-	-	1546338	0.18
Â	Bonus shares	1546338	0.18	3092676	0.18
Â	Purchase(s) post bonus	3092676	0.18	6185352	0.36
Â	Sale(s) post bonus	(3092676)	(0.18)	3092676	0.18
Â	At the end of the year	-	-	3092676	0.18
11	BANK OF BARODA	Â	Â	Â	Â
Â	At the beginning of the year	1546338	0.18	-	-
Â	Purchase(s) prior to bonus	-	-	1546338	0.18
Â	Sale(s) prior to bonus	-	-	1546338	0.18
Â	Bonus shares	1546338	0.18	3092676	0.18
Â	Purchase(s) post bonus	3092676	0.18	6185352	0.36
Â	Sale(s) post bonus	(3092676)	(0.18)	3092676	0.18
Â	At the end of the year	-	-	3092676	0.18
12	INTEGRATED CORE STRATEGIES ASIA PTE LTD*	Â	Â	Â	Â
Â	At the beginning of the year	1281064	0.15	-	-
Â	Purchase(s) prior to bonus	-	-	1281064	0.15
Â	Sale(s) prior to bonus	(63061)	(0.01)	1223107	0.14
Â	Bonus shares	1220110	0.14	2443217	0.14
Â	Purchase(s) post bonus	-	-	2443217	0.14
Â	Sale(s) post bonus	(484958)	(0.03)	1953155	0.11
Â	At the end of the year	-	-	1953155	0.11

Note:

(i) The shares of the Corporation are traded on a daily basis and hence the date-wise increase / decrease in shareholding are not indicated.

(ii) During 2018-19, the Corporation had issued bonus shares in the ratio of one equity share of Rs. 5/- each for one existing equity share of Rs. 5/- each in July 2018.

*Shareholding is consolidated based on Permanent Account Number (PAN) of the shareholder.

(v) Shareholding of Directors and Key Managerial Personnel

Shareholding of Smt. Alice G. Vaidyan (Chairman cum Managing Director) (On behalf of President of India)

Sr. No.	Particulars	Date	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Â	Â	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	01.04.2018	40	-	-	-
2	Transferred to President of India's account*	02.06.2018	(40)	.	.	.
3	At the End of the year	31.03.2019	-	-	-	-

Shareholding of Shri Yekkelikar Ramulu (Director)* (On behalf of President of India)

Sr. No.	Particulars	Date	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Â	Â	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	01.04.2018	40	-	-	-
2	Transferred to President of	Â	Â	Â	Â	Â
Â	India's account*	02.06.2018	(40)	-	-	-
3	At the End of the year	31.03.2019	-	-	-	-

*Ceased to be Director w.e.f. 31.05.2018

Shareholding of Shri Ravi Mital (Government Nominee Director) (On behalf of President of India)

Sr. No.	Particulars	Date	Shareholding at the beginning of the year		Cumulative Shareholding during the year
Â	Â	Â	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
1	At the beginning of the year	01.04.2018	80	-	-	-
2	Transferred to President of India's account*	02.06.2018	(80)	.	.	.
3	At the End of the year	31.03.2019	-	-	-	-

Shareholding of Smt. Usha Sangwan* (Director) (On behalf of President of India)

Sr.No	Particulars	Date	Shareholding at beginning of the year		Cumulative Shareholding during the year
Â	Â	Â	No. of shares	% of total Shares of the company	No.of shares	% of total shares of the company
1	At the beginning of the year	01.04.2018	40	-	-	Â
2	Transferred to President of India's account*	02.06.2018	(40)	.	.	.
3	At the End of the year	31.03.2019	-	-	-	-

* Ceased to be Director w.e.f. 29.09.2018

# The shares were held by Directors on behalf of President of India, Promoter of the Corporation and the same were transferred to President of India's account on 02.06.2018.

V. INDEBTEDNESS

A. Indebtedness of the Company including interest outstanding / accrued but not due for payment

Â	Â	Â	Â	(Amount in Rs)
Â	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Indebtedness at the	Â	Â	Â	Â
beginning of the	Â	Â	Â	Â
financial year	Â	Â	Â	Â
i) Principal Amount	0	0	0	0
ii) Interest due but	0	0	0	0
not paid	Â	Â	Â	Â
iii) Interest accrued	0	0	0	0
but not due	Â	Â	Â	Â
Total (i+ii+iii)	0	0	0	0
Change in Indebtedness	Â	Â	Â	Â
during the financial year	Â	Â	Â	Â
â¢ Addition	0	0	0	0
â¢ Reduction	0	0	0	0
Net Change	0	0	0	0
Indebtedness at the	Â	Â	Â	Â
end of the financial year	Â	Â	Â	Â
i) Principal Amount	0	0	0	0
ii) Interest due but	0	0	0	0
not paid	Â	Â	Â	Â
iii) Interest accrued	Â	Â	Â	Â
but not due	0	0	0	0
Total (i+ii+iii)	0	0	0	0

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director / Whole Time Director / Manager

No.	Particulars of Remuneration	Name of MD/WTD/Manager			Â	Â (Amount in Rs.)
No.	Particulars of Remuneration	Smt. Alice G. Vaidyan	Shri Y. Ramulu (upto 31.05.2018)	Smr. Sashikala Muralidharan	Smr. Usha Ramaswamy (w.e.f01.08.2018)	Total Amount
1	Gross salary	Â	Â	Â	Â	Â
Â	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	30,86,837	3,70,450	22,56,108	15,26,132	72,39,527
Â	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961	4,38,691	3,12,183	3,48,311	2,55,307	13,54,492
Â	(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961	Â	Â	Â	Â	Â
2	Stock Option	-	-	-	-	-
3	Sweat Equity	-	-	-	-	-
4	Commission - as % of profit - others, specify	-	-	-	-	-
5	Others, please specify	Â	Â	Â	Â	Â
Â	i) Corporation's contribution to PF	2,65,320	25,320	1,46,692	92,464	5,29,796
Â	Total (A)	37,90,848	7,07,953	27,51,111	18,73,903	91,23,815
Â	Ceiling as per the Act	Not Applicable

Note: Smt. Sashikala Muralidharan was appointed as Chief Financial Officer w.e.f. 01.08.2018 and the Total Remuneration drawn by her i.e. Rs. 2,751,111/- is inclusive of the amount (Rs. 1,876,811/-) drawn by her as a Chief Financial Officer of the Corporation.

B. Remuneration to other directors

Â	Â	Â	Â	Â	Â	Â	Â	Â	(Amount in Rs.)
Sr. No.	Particulars of Remuneration	Name of Directors
Â	Â	Smt. Usha Sangwan (Ceased to be Director w.e.f. 29.09.2018)	Shri G. Srinivasan (Ceased to be Director w.e.f. 31.07.2018)	Shri Ravi Mital	Shri Atanu Kumar Das	Shri G.B. Pande	Shri A.P. Singh	Shri V. Ramasamy	Total
1	Independent Directors	Â	Â	Â	Â	Â	Â	Â	Â
Â	â¢ Fee for attending board/ committee meetings	NIL	NIL	N.A.	NIL	2,00,000	2,00,000	1,30,000	5,30,000
Â	â¢ Commission	Â	Â	Â	Â	Â	Â	Â	Â
Â	â¢ Others, please specify	Â	Â	Â	Â	Â	Â	Â	Â
Â	Total (1)	NIL	NIL	N.A.	NIL	2,00,000	2,00,000	1,30,000	5,30,000
2.	Other Non-Executive	Â	Â	Â	Â	Â	Â	Â	Â
Â	Directors	Â	Â	Â	Â	Â	Â	Â	Â
Â	â¢ Fee for attending board/ committee meetings	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Â	â¢ Commission	Â	Â	Â	Â	Â	Â	Â	Â
Â	â¢ Others, please specify	Â	Â	Â	Â	Â	Â	Â	Â
Â	Total (2)	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Â	Total (B)=(1+2)	NIL	NIL	NIL	NIL	2,00,000	2,00,000	1,30,000	5,30,000
Â	Total Managerial Remuneration	NIL	NIL	NIL	NIL	2,00,000	2,00,000	1,30,000	5,30,000
Â	Overall Ceiling as per the Act	Not Applicable

C. Remuneration to Key Managerial Personnel other than MD / WTD / Manager

Key Managerial Personnel includes Key Managerial Personnel as defined under Section 203(1) of the Companies Act, 2013 and as defined under Corporate Governance Guidelines issued by IRDAI, for insurers in India.

Â	Â	Â	Â	Â	Â	Â	(Amount in Rs.)
Sr. No.	Particulars of Remuneration	Â	Key Managerial Personnel				Â	Â
1	Â	Company Secretary	Chief Financial Officer		Chief Marketing Officer		Chief Investment Officer
Â	Â	Smt.Suchita Gupta	Smt.Sashikala Muralidharan (w.e.f. 01.08.2018) GM	Shri V.C. Jain (upto 31.07.2018) G.M.	Shri Pauly Sukumar (upto 30.06.2018), GM	Shri Deepak Godbole (w.e.f 01.08.2018) GM	Shri Uttam Kumar Sharma(upto 31.07.2018) DGM	Shri Shashikant N. More (w.e.f 01.08.2018), G M
1	Gross salary	Â	Â	Â	Â	Â	Â	Â
Â	(a) Salary as per provisions	21,69,401	15,53,134	7,03,827	5,18,484	15,02,596	2,42,632	15,56,300
Â	contained in section 17(1) of the	Â	Â	Â	Â	Â	Â	Â
Â	Income-tax Act, 1961	Â	Â	Â	Â	Â	Â	Â
Â	(b) Value of perquisites u/s 17(2)	3,00,959	2,25,011	1,22,016	3,84,661	1,88,717	1,04,244	3,60,950
Â	of the Income-tax Act, 1961	Â	Â	Â	Â	Â	Â	Â
Â	(c) Profits in lieu of salary under	Â	Â	Â	Â	Â	Â	Â
Â	section 17(3) of the Income-tax	Â	Â	Â	Â	Â	Â	Â
Â	Act, 1961	Â	Â	Â	Â	Â	Â	Â
2	Stock Option	-	-	-	-	-	-	-
3	Sweat Equity	-	-	-	-	-	-	-
4	Commission - as % of	-	-	-	-	-	-	-
Â	profit - others, specify	Â	Â	Â	Â	Â	Â	Â
5	Others, please specify	Â	Â	Â	Â	Â	Â	Â
Â	i) Corporation's contribution to PF	1,36,856	98,666	46,720	34,062	90,939	41,708	93,000
Â	Total (A)	26,07,216	18,76,811	8,72,563	9,37,207	17,82,252	3,88,584	20,10,250
Â	Ceiling as per the Act	Not Applicable

Â	Â	Â	Â	Â	Â	Â	(Amount in Rs)
Sr. No.	Particulars of Remuneration	Â	Â	Key Managerial Personnel			Â	Â
Â	Â	Chief of Internal Audit			Chief Risk Officer	Chief Underwriting Officer	Appointed	Actuary
Â	Â	Shri D.R. Waghela (upto 31.05.2018), GM	Shri Devesh Srivatsava (From 01.08.2018 upto 10.10.2018), GM	Smt. Reena Bhatnagar (w.e.f. 11.10.2018). GM	Smt. Madhulika Bhaskar, GM	Smt.Usha Ramaswamy (w.e.f. 01.08.2018),GM	Smt.Priscilla Sinha (Upto 31.12.2018) Appointed Actuary (Non-Life)	Shri Ajai Kumar Tripathi (w.e.f Â 20.11.2018), Appointed Actuary (Life)
1	Gross salary	Â	Â	Â	Â	Â	Â	Â
Â	(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961	3,50,259	5,93,073	11,62,524	22,03,681	15,26,132	59,40,902	17,53,333
Â	(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961	64,224	2,48,955	1,41,280	1,06,070	2,55,307	Â	Â
Â	(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961	Â	Â	Â	Â	Â	Â	Â
2	Stock Option	-	-	-	-	-	-	-
3	Sweat Equity	-	-	-	-	-	-	-
4	Commission - as % of profit - others, specify	-	-	-	-	-	-	-
5	Others, please specify	Â	Â	Â	Â	Â	Â	Â
Â	i) Corporation's contribution to PF	23,902	66,255	69,799	1,34,095	92,464	-	-
Â	Total (A)	4,38,385	9,08,283	13,73,603	24,43,846	18,73,903	59,40,902	17,53,333
Â	Ceiling as per the Act	Not Applicable

Â	Â	Â	Â	Â	Â	(Amount in Rs.)
Sr.No.	Particulars of Remuneration	Â	Key Managerial Personnel			Â
Â	Â	General Manager (GM)
Â	Â	Shri Deepak Prasad	Shri Sushil Kumar (upto 31.12.2018)	Narasimhan (Upto 10.05.2018)	Shri Devesh Srivastava	Smt. Reena Bhatnagar
1	Gross salary	Â	Â	Â	Â	Â
Â	(a) Salary as per provisions contained	22,54,247	17,54,391	2,25,971	15,58,752	24,23,360
Â	in section 17(1) of the Income-tax	Â	Â	Â	Â	Â
Â	Act, 1961	Â	Â	Â	Â	Â
Â	(b) Value of perquisites u/s 17(2) of	94,877	5,83,297	26,016	4,73,273	2,99,810
Â	the Income-tax Act, 1961	Â	Â	Â	Â	Â
Â	(c) Profits in lieu of salary under	Â	Â	Â	Â	Â
Â	section 17(3) of the Income-tax	Â	Â	Â	Â	Â
Â	Act, 1961	-	-	-	-	-
2	Stock Option	-	-	-	-	-
3	Sweat Equity	-	-	-	-	-
4	Commission - as % of	-	-	-	-	-
Â	profit - others, specify	Â	Â	Â	Â	Â
5	Others, please specify	Â	Â	Â	Â	Â
Â	i) Corporation's contribution to PF	1,41,116	1,05,774	15,447	1,25,987	1,45,714
Â	Total (A)	24,90,240	24,43,462	2,67,434	21,58,012	28,68,884
Â	Ceiling as per the Act	Not Applicable

Note:

(i) Shri Devesh Srivastava was appointed as Chief of Internal Audit for the period 01.08.2018 to 10.10.2018 and therefore, the Total Remuneration drawn by him i.e. Rs. 21,58,012/- is inclusive of the amount (Rs. 908,283/-) drawn by him as a Chief of Internal Audit of the Corporation for the mentioned period.

(ii) Smt. Reena Bhatnagar was appointed as Chief of Internal Audit w.e.f. 11.10.2018 and the Total Remuneration drawn by her i.e. Rs 28,68,884/- is inclusive of the amount (Rs. 13,73,603/-) drawn by her as a Chief of Internal Audit of the Corporation. Her Remuneration includes arrears of Salary of Rs. 1,76,195/- for the period November 2016 to October 2018.

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act		Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY	Â		Â	Â	Â	Â
Penalty	0		0	0	0	0
Punishment	0		0	0	0	0
Compounding	0		0	0	0	0
B. DIRECTORS	Â		Â	Â	Â	Â
Penalty	0		0	0	0	0
Punishment	0		0	0	0	0
Compounding	0		0	0	0	0
C. OTHER OFFICERS IN DEFAULT		Â	Â	Â	Â	Â
Penalty	0		0	0	0	0
Punishment	0		0	0	0	0
Compounding	0		0	0	0	0
Â	Â	Â	Â	Â	Â	Â

Certificate on Corporate Governance - Annexure-IV

To,

The Members,

General Insurance Corporation of India
CIN: L67200MH1972GOI016133
'SURAKSHA; 170, J. Tata Road,
Churchgate Mumbai - 400 020

We have examined all relevant records of General Insurance Corporation of India ('the Company') for the purpose of certifying compliance of the conditions of Corporate Governance for the financial year ended 31st March, 2019, as stipulated in Regulations 17 to 27and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of Chapter IV and Para C, D, and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR') as referred to in Regulation 15(2) of the LODR.

We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of certification.

The compliance of the conditions of Corporate Governance is the responsibility of the Management and our examination was limited to the procedure and implementation thereof.

In our opinion and to the best of our information and according to the explanation given to us and on the basis of our examination of the records produced, explanations and information furnished, we certify that the Company has complied with all the conditions of Corporate Governance as specified in the LODR.

This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For S. N. ANANTHASUBRAMANIAN & CO.
Company Secretaries
Firm Registration No. P1991MH040400

Malati Kumar
Partner	Â
ACS	: 15508
COP No.	: 10980
Date	: 17th May 2019
Place	: Thane

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting the Forty Sixth Annual Report on the working and affairs of the Corporation alongwith the audited statements of account for the year ended 31^st March, 2018.

FINANCIAL RESULTS

The highlights of the financial results for the year under review are as under:

(Rs. in Crore)

	2017-18	2016-17
1. Gross premium	41,799.37	33,585.44
2. Net Premium	37,634.46	30,174.56
3. Net Earned Premium	38,096.05	26,714.90
4. Net Incurred Claims	32,953.55 86.50	21,646.41 81.00
5. Net Commission % to Earned Premium	6,370.15 16.70	5,404.40 20.20
6. Operating Expenses and Other Outgo less Other Income	269.77	270.56
7. Investment Income Apportioned to Revenue less expenses	3,830.88	3,052.65
8. Premium Deficiency	0	0
9. Total Profit/Loss (-) (3 7-4-5-6-8)	2,333.46	2,446.18

10. Interest, Dividends & Rents (net) and Profit on sale of Investments	1,561.14	1,531.70
11. Other Income less Other Outgo	-52.25	-20.30
12. Reserve for Doubtful Debts and Investment including Amortization of Investments Written off and diminution in the value of investments written off	174.10	333.72
13. Profit before Tax (9 10 11-12)	3,668.25	3,623.86
14. Provision for tax including deferred taxes	434.67	496.19
15. Profit after Tax (13-14)	3,233.58	3,127.67

(Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

(Percentages relate to the net earned premium of the corresponding year)

(Obligatory sessions from Domestic Insurance Companies reduced from 10% to 5% w.e.f. 1^st April, 2013 wide IRDA/NL/RI/41/2012-13 date 3^rd March, 2013)

DIVIDEND & DIVIDEND DISTRIBUTION POLICY

The Board of Directors at its meeting held on 25^th May,2018, recommended a Dividend of Rs.13.5 per share of Face Value Rs.5 each (i.e. 270% of paid-up equity share capital) for the year 2017-18 as against Rs.11.65 per share of Face Value Rs.5 each (i.e 233% of paid up equity share capital) in 2016-17. The final dividend shall be paid to the Members, whose name appear in the Register of Members as on 14^th July, 2018.

As the Government of India holds 85.78% stake in the Corporation, in terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the dividend distribution policy of the Corporation is governed by the Guidelines on Captial Restructuring of Central Public Sector Enterprises (CPSEs) issued by Department of Investment & Public Asset Management (DIPAM) F. No. 5/2/2016-Policy dated 27^th May 2016.

The Corporation has no unpaid and unclaimed dividend in the FY 2017-18.

BONUS SHARE:

The Board of Directors in their meeting held on 25^th May, 2018 have recommended the issue of Bonus shares in the ratio of 1:1 i.e. 1 (one) equity share of Rs.5/- each for every 1 (one) existing equity share of Rs.5/- each to the shareholders of the Corporation.The bonus shares shall be allotted to the Members, whose name appear in the Register of Members as on 14^th July, 2018.

CAPITAL AND FUNDS

Capital and Funds of the Corporation stood at Rs.74,347.78 crore as on 31^st March, 2018 as against Rs.59,628.50 Crore in the previous year, the details of which are given below:

(Rs. in Crore)

	As on	As on
	31.03.2018	31.03.2017
Shareholdersâ Funds (Net Worth)
Paid up Capital	438.60	430.00
General Reserve	16,323.98	14,402.30
Profit & Loss a/c*	3,233.67	3,127.75
Share Premium Account	1,544.07	0.00
Total	21,540.32	17,960.05
Less: Deferred Tax Assets	14.40	13.43
Net worth	21,525.92	17,946.63
Policyholders Fund	52,821.86	41,681.87
Total Funds	74,347.78	59,628.50

*Profit & loss account Rs.3233.58 crore (Previous year Rs.3127.67 Crore) without making adjustment for dividend, dividend distribution tax.

ASSETS

Total assets of the Corporation were Rs.1,10,226.98 Crore as on 31^st March, 2018 as compared to Rs.94,948.62 Crore as on 31^st March, 2017.

CONSOLIDATED FINANCIAL STATEMENT

Provisions regarding Financial Statements are laid down under Section 129 ofthe Companies Act, 2013. As per the provision of Section 129 (2) of the said Act, at every Annual General Meeting of a company,the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129 (3) of the Companies Act, 2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under sub-section (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

Explanation:

FINANCIAL RATING AND RANKING

Global rating agency A M Best reaffirmed the Financial Strength Rating of âA- (Excellent)â and issuer credit rating of âa-â of the Corporation in February 2018.The outlook of these credit ratings is Stable. The rating reflects GIC Reâs solid risk-adjusted capitalization, its balance sheet strength, which A.M. Best categorizes as very strong, as well as its adequate operating performance, favorable business profile and appropriate enterprise risk management.

CARE Ratings Limited (formerly known as Credit Analysis & Research Limited) reaffirmed AAA (In) Claims Paying Ability rating for the Corporation in March, 2018.The rating reflects the Corporationâs strategic importance as the dominant Indian reinsurer, good solvency position and comfortable liquidity profile.

GIC Re is ranked the 12^th largest international reinsurer group by A M Best based on Gross Written Premium in year 2016 (14^th in previous year) and also 12^th by Standard & Poorâs on Net Reinsurance Premium written in year 2016 (18^th in previous year).

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31^st March, 2018 stood at 1.72 as against 2.40 in the previous year.

INVESTMENTS

The book value of the investment of the Corporation in India (representing investment, loans & deposits) amount to Rs.47,816.52 Crore as on 31^st March, 2018 as against Rs.39,126.27 Crore in the previous year. The Investment Income of Rs.5,215.26 Crore were apportioned to Policy Holder & Share Holder as under:

(Rs. in Crore)

	2017-18	2016-17
Apportioned to Policyholders	3,705.29	3,006.88
Apportioned to Shareholders	1,509.97	1,508.73

The mean yield on funds with profit on sale of investments stood at 12.0% (Previous year 12.3%). The net NPA% (non-performing Assets) was at 0.56% (Previous year 0.78%).

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporationâs existing paid-up equity capital of Rs.438.60 Crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditorâs Report), Regulations, 2002.

âART/Structured Solutions Contractâ (Retro Programme):

GIC Re had arranged ART Retro protection programme from 1^st October, 2001 till 31^st May, 2014 followed by Structured Solution Contract from 1^st June, 2014 till 31^st May, 2017 for covering risks from all classes of business, as per agreed terms and conditions. The ART Contract was not renewed with effect from 31^st May, 2014.

The final closure of the ART contract was effected during the third quarter of 2017-18. The payment of the Gross Balance as on 30^th November, 2017 relieved the Reinsurer of all outstanding and future liabilities. Upon closure of ART,any upward revision in the claims position will be on GIC Reâs Net.

The Structured Solution Contract is not renewed effective 1^st June, 2017. GIC Re and the Reinsurers will maintain all contractual rights and obligations arising out of the contract and towards statutory dues, till the final closure at a mutually agreed date after both parties agree to the net balance quantum.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY AND ITS FUTURE OPERATIONS

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of future operations of the Corporation.

ENTERPRISE RISK MANAGEMENT

ERM department conducts risk assessment with the assistance of the Risk and Mitigation Plan Owners (RMOs), primarily Scale V level officers, where new risks are brought for discussion and thereafter the entire risk universe is re-calibrated with the objective of prioritization. During the exercise, RMOs also propose controls/mitigation plans, which post deliberations are implemented. The department keeps conducting periodic review of the risk universe and checking the control effectiveness and keeps the Management and Board ERM Committees duly informed of developments and deviations.

ERM department has got a customized e-GRC software solution in place, viz. GICRiskPro. This software records the identified risks and their mitigation plans and facilitates monitoring and control process.The Key risk indicators (KRIs) which are used to fix the risk tolerance limits are also captured in GICRiskPro. The software is integrated with the base SAP system of Corporation to enable KRI values to automatically move from base system to GICRiskPro. This system is also beneficial in giving the alerts to the KRI owner if the KRI thresholds are breached.

During the year under review,a neutral Third-Party Consultant was appointed for carrying out the Stress Test Exercise of GIC Re for the Financial Year 2017-18 based on financial data as on 31^st March, 2017. The Stress Test Exercise evaluated scenarios of significant adverse threats to the future financial condition and found it to be adequately resilient.

Standard Operating Procedures (SOP) for two key functions of the Corporation viz: Reinsurance and Investment and their related accounting activities have been duly documented. ERM department works towards ensuring strict compliance.

An Anti-Fraud Policy has been put in place which covers prevention, identification, investigation and reporting of frauds. Corporation has declaredâZero Toleranceâto any noncompliance to the terms and conditions of the Anti-Fraud policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Corporation, which has been approved by the Board.

The CSR Policy may be accessed on the Corporationâs website at the link: http://gicofindia.com/images/pdf/CSR-Policy-with-amendment.pdf .

The CSR Reporting as per Section 135 of the Companies Act, 2013 given in Annexure I.

AUDITORS AND AUDIT REPORT STATUTORY AUDITORS

GBCA & Associates, Chartered Accountants and Samria & Co., Chartered Accountants were appointed as joint Auditors to audit the accounts of the Corporation for the financial year 2017-18 by the Comptroller & Auditor General of India under Section 139 and section 143 of the Companies Act, 2013.

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board has appointed SVVS & ASSOCIATES, Company Secretaries LLP to conduct Secretarial Audit for the financial year 2017-18.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Corporation is given in Annexure II.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return (Form MGT 9) of the Corporation is annexed herewith as Annexure III to this Report.

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation is dealt in the Management Discussion and Analysis Report which forms part of the Directors Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below:

i) Earnings Rs.3451.52 Crore

ii) Outgo Rs.3792.03 Crore

The earnings included all receipts denominated in foreign currencies in respect of premium, recovery of claims, outward commission and investment earnings.The outgo comprised all payments in foreign currency in respect of outward premium, claims on reinsurance accepted, commission and expenses of management.

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to Rs.637,871/-, Rs.50,813,348/- and Rs.83,144,111/- respectively for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

PERSONNEL AND INDUSTRIAL RELATIONS

I. STAFF POSITION AS ON 31^st MARCH, 2018

Class I - Officers 494

Class III - Clerical Employees 74

Class IV - Sub-Staff 13

TOTAL 581

II. Composition of Scheduled Castes and Scheduled Tribes in the employee Strength

Cadre	Total Employee Strength	Composition
		SC	%	ST	%
Officers	494	76	15.38	28	5.67
Clerical	74	19	25.67	10	13.51
Sub-Staff	13	03	23.08	01	7.69
Total	581	98	16.87	39	6.71

III.WELFARE OF SC/ST/OBC:

As per the National Policy on reservation for SC/ST & OBC, GIC Re has framed rules, which allow reservations and concessions/relaxation for SC/ST and OBC in recruitment and promotion wherever applicable. Special in house training classes are conducted for SC/ST employees who are in the promotion zone in order to enable them to acquire knowledge so that they are able to give a better account of themselves in the written test. Special Inhouse training programme also conducted for SC/ST employees on reservation policies in order to enhance their knowledge on reservation policies. The Corporation also organizes online pre-recruitment trainings for the SC/ST candidates who apply for the recruitment examination on All India Basis.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

All employees are covered under the policy. There was no complaint received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31^st March, 2018 for redressal.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

For implementation of Official Language Policy of the Government, regular inspections of Departments situated in head office, Mumbai and liaison offices at Delhi, Kolkata and Chennai were carried out by the officials of Official Language Department.

In-house quarterly journal KSHITIJ was published regularly. It was also made available on Corporationâs website. During Hindi fortnight, various competitions were organized. The winners of these competitions were awarded prizes during a cultural programme.

CMDâs Shield was awarded to Information Technology Management Group and certificates were given to Vigilance Department and Office Services Department as these departments were found to be the best performing departments of the Corporation with regards to Official Language Implementation.

Almost all Officers and Employees are having working knowledge of Official Language. Out of 563 personnel of GIC Re, 156 are proficient in Hindi.

Akruti based UNICODE has been installed on the computers. Officers and Employees are able to do their day to day work in Hindi also.

GICâs Liaison office, New Delhi and Head Office at Mumbai were inspected by Joint Director, Ministry of Finance respectively on 25^th April, 2017 and 10^th October, 2017 to take stock of Implementation of Official Language in these offices.

Official Language Department of GIC was awarded II prize for Hindi In-house magazine KSHITIJ by Town Official Language Implementation Committee (TOLIC). Hindi Implementation in GIC Re was awarded by Aashirwad Sanstha, Mumbai and Prabandhan Vikas Sanstha, New Delhi.

VIGILANCE

The Vigilance Department of the Corporation is headed by a ChiefVigilance Officer (CVO) in the rank of General Manager. The emphasis of the Vigilance Department is on preventive vigilance.

The Department also focuses on various systems improvement initiatives.

The focus of the Corporation, in concurrence with CVC guidelines, is to take proactive steps to avoid a vigilance-like situation. Audit reports are studied, and remarks made by Auditors are analysed. Surprise inspections are conducted periodically, and lapses studied from a vigilance angle. Based on this, suggestions are made for improvement of systems and procedures of the Corporation. The purpose is to focus and accept vigilance as an organizational objective and create an atmosphere conducive to âZero corruptionâ functioning, with role clarity and clear sense of direction. To improve vigilance administration, CVO and other officers also participate in the vigilance training programmes/workshops conducted by reputed organizations.

Periodical discussions are held with the officials of various departments/companies to ensure financial and office discipline and imbibe a culture of value and ethics in the Corporation.

INTERNAL AUDIT DEPARTMENT

The Corporation has systems and controls in place covering all major areas of operations such as Underwriting, Investment and Finance.The objective of the Internal Audit Department is to critically appraise the adequacy and effectiveness of the various systems and controls in the various areas of operation of the Corporation, with a view to facilitate the Management to strengthen the overall governance mechanism.

To achieve the objective, the Internal Audit Department has utilized the services of professional audit firms. During the year 2017-18, M/s Mayra & Khatri were re-appointed as Internal Auditors for Reinsurance Operations and Business Accounts and M/s S.K. Patodia& Associates were re-appointed as Internal Auditors for Investment Operations and other departments.

The Internal Audit Department also appoints Internal Auditors for foreign branches of GIC Re in London, Dubai and Malaysia, representative office in Moscow and International Financial Service Centre Insurance Offices (IIO) at GIFT City.The Internal Audit of London Branch, Malaysia Branch and GIFT City IIO was conducted by GIC Re H.O. officials for FY 2017-18. The Internal Audit Department also conducted audit of Liaison Offices at Delhi and Chennai for FY 2017-18.

Besides, the following special audits were also arranged by the Internal Audit Department:

1. Secretarial Audit

2. RTI Audit

3. Audit of FAIR Nat CAT Pool

4. Audit of Indian Nuclear Insurance Pool

5. Audit of Indian Market Terrorism Risk Insurance Pool

Internal Audit Department also liaisons with Comptroller &

Auditor General of India (CAG) and other departments for matters relating to CAG audit.The status of Draft Paras (DPs) and Inspection Reports (IRs), issued by Comptroller & Auditor General of India (CAG), is placed before the Board and the Audit Committee of the Board from time to time.

The Internal Audit Department functions independently under the supervision of the Audit Committee of the Board.

The Audit reports of GIC Re Head Office and Foreign branches are placed before the Audit Committee of the Board for their consideration and directions. Six (6) meetings of the Audit Committee of the Board were held during the year 2017-18. Action Ta ken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee. During the year, emphasis was laid on core business activities and audit of Reinsurance underwriting operations, settlement of outstanding accounts & reconciliations of broker balances. Other departments like Human Resources, IT, Communication, General Accounts, Office Services etc. were also covered during the year.

Audit of Investment Operations was conducted on concurrent basis. This covered the primary and secondary market transactions. In line with RBI directions, Subsidiary Government Ledger (SGL) for Central and State Government Securities were subjected to concurrent audit and confirmation of correctness of balances, and its reconciliation at the end of each month were sent to RBI. The same were also placed before the Audit Committee at its meetings.

The major contributions of the auditors during the year include appraising the management of the scope of improvement in cash call servicing, broker-wise and cedant-wise receivable management, reduction in unappropriated amounts, and streamlining of outstanding loss reserves. The Audit function in the Corporation has brought about improvement in data quality,acceleration in claim processing, streamlining of process of accounts receivable management in the Reinsurance Operations.

By critically appraising the Management of the Corporation of the various systems and processes, the Internal Audit Department facilitated to strengthen the overall governance mechanism.

RTI ACT, 2005

The Corporation has in place the stipulated structure to implement the RTI Act 2005, in the Corporation. The setup is headed by a General Manager designated as the Transparency Officer. A General Manager functions as the Appellate Authority, an Assistant General Manager is the Central Public Information Officer, an Assistant General Manager discharges the duties of Assistant Public Information Officer under the provisions of the Act. A Deputy Manager has been nominated as Nodal Officer.

The Corporate website www.gicofindia.com also hosts information as relevant to the Corporation, under the Act. It has separate Right to Information link developed and continuously updated by the RTI Cell (https://www.gicofindia.com/en/right-to-information) containing information and complying with the provisions under the RTI Act, 2005 and other Ministerial and CIC circulars.

In the FY 2017-18, the Corporation complied with the guidelines issued by Ministry of Personnel regarding Implementation of suo motu disclosure u/s 4 of the RTI Act, 2005 and its Audit thereof.

During the period under review (2017-18) the Corporation received 160 (One hundred and sixty) Applications and 8 (Eight) First Appeals under the RTI Act, 2005. All the Applications were duly replied, and appeals were disposed of well within the stipulated time. One Second Appeal was filed against the Corporation before Central Information Commission and the final order was passed in favour of the Corporation during the period under review.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

The year under review has seen the Information Technology Management Group of GIC Re complete the migration of its Data Centre and Disaster Recovery Centre operations to a new platform bringing in some of the latest technologies. The deployment of a private cloud infrastructure provides it the flexibility and agility to match the availability of system resources to the needs of the organisation while also improving the levels of security, manageability and optimum utilization of resources. Network infrastructure of the organisation has also been revamped with enhanced bandwidth and MPLS connectivity being provisioned for connectivity with the data centre and other offices in India.

Technical upgradation of the Corporationâs core ERP application was carried out successfully after meticulous planning and intensive testing by the end users. The Corporation has an Information Security Policy which is periodically reviewed and the security infrastructure is regularly audited through certified security auditors.

TRAINING/HRD

Employees today are required to compete in a dynamic environment where in technology,ideas and events converge rapidly, creating challenges and opportunities for them.

For this, one is required to constantly learn new skills and be abreast of knowledge as well as excel in Inter-personal relationships, too. Training Department enables the employees in perfecting their in-born talents and learning new skills. We empower them to use imagination, develop creative solutions, and remain flexible while ideating or communicating. Both, experienced and young leaders become equipped to motivate others to turn their ideas into results that make a difference to business. Training plays an important role in the overall growth of the organization.

In the year 2017-18, training was imparted to all levels of employees. Training programmes were conducted for the employees at GIC Re Learning Academy; National Insurance

Academy, Pune; Insurance Institute of India, BKC, Mumbai; and other Reputed Institutes. Many soft skilled programmes as well as technical based programmes were initiated and completed successfully.

A summary of various training programmes organized by the Training Department are indicated below:

Organization	No of Programmes	No of Employees trained
GIC Re Learning Academy	11	534
National Insurance Academy	19	84
Insurance Institute of India	2	6
Other Reputed Institutes	39	90
Seminar/Conferences/ Trainings in Foreign Countries	17	28

Some highlights of the programmes are :

1. 5 weeks long Induction Programme conducted at National Insurance Academy, Pune for 31 Direct Recruit Scale-1 Officers (Assistant Manager). The sessions covered aspects of both, Insurance and Reinsurance.

2. As a marketing strategy, 1 specialised programme on Reinsurance was conducted in November 2017 for the Overseas Associates of GIC Re. A total of 29 foreign delegates from 12 countries attended the programme âReinsurance Management -Concept Levelâ

3. Financial Awareness vis-a-vis IPO Training Programme was conducted for all employees of GIC Re at GIC Re Learning Academy,Ador House.The programme was conducted with the association of NSDL and ICICI Bank.

4. A Post IPO Session for the Executives was conducted at GIC Re, Suraksha in the Board Room. It was taken by renowned faculty - Dr. Sunder Ram Korivi belonging to National Institute of Securities Market.

5. A specialised programme on âReservation Policy for SC/ST Officersâ was conducted at Hotel Ambassador, Churchgate, Mumbai. The purpose of the training was to understand the reservation policies. The training was imparted by Ms. Anuradha Ghodkhande, Assistant Director, National Commission for Schedule Castes. She is a noted speaker on the subject and this training was well received by all the participants.

6. The Training Department also conducted a training programme to familiarize the employees about GST and the training ended with a very interactive session with the speaker, Mr R.Krishnan.

7. As a special initiative towards SC/ST employees, Training Department has conducted Training Programmes exclusively at Goa & Jaipur for SC/ST employees.

8. This time a specialized in-house programme on the topic - âPrevention of Sexual Harassment (POSH)â was also conducted at GIC Re, Suraksha. Approximately 40 employees attended this training programme in different batches.

9. As part of the Vigilance Awareness Week, training department has organized a training onâPreventive Vigilance - DOâs and DONâTâsâ for middle level managers. The faculty for this session was our CVO, Mr. Ravi Chaudhary. This session brought out the precautionary steps needed to be taken by the middle level managers.

The Training Department has ensured that every employee was nominated to at least one training programme during the year 2017-18. Such initiatives ensure that our employees are skilled enough to handle the complex business scenarios.

OVERSEAS EXPANSION

Overseas Expansion of operations, through branch offices, subsidiaries and joint ventures are an integral part of the business growth strategy, so as to expand the reach of the operations into multiple countries throughout the world. GIC Re targets expansion into new markets by efficiently using the potential and creating additional sustainable income opportunities, both in developed countries, where there is larger demand and in developing countries where there is increasing demand.

Expansion plans are drawn basing on study of market opportunities, supported by understanding of the business, working environment and regulation in prospective markets. GIC Re has also been striking strategic partnerships with reinsurers abroad to take advantage of the expertise and experience of both and leverage on economies of scale.

In March 2018 approval was granted by Lloydâs to establish âGIC Syndicate 1947â, the fully Indian capital backed syndicate to be made operational in April 2018. M/s Pembroke Managing Agency Limited, a Liberty Mutual Company would be the Managing Agent for the syndicate in initial years till GIC Re established its own Managing Agency.

Scaling up of Moscow Representative Office to a full-fledged business office is in an advanced stage.

INVESTMENT IN INSURANCE COMPANIES DOMESTIC OPERATIONS

- AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICIL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance Companies.The Company has earned a profit of Rs.595.67 Crore during the financial year 2017-18 as compared to a profit of Rs.323.77 Crore last year.

OVERSEAS OPERATIONS

GIC Re has 4 overseas offices viz; a Representative Office in Moscow and Branch Offices in London, Dubai and Malaysia.

The Corporation has exposure in the share capital of Kenindia Assurance Company Ltd, Kenya, India International Insurance Pte Ltd, Singapore, Asian Reinsurance Corporation, Bangkok, and East Africa Reinsurance Company Ltd., Kenya.

- LONDON BRANCH (UK)

During the current financial year 2017-18, the Gross Premium written by the Branch was GBP 90.21 mn compared to GBP 85.22 mn last year and earned a profit of GBP 1.85 mn as against a profit of GBP 13.82 mn last year.

- DUBAI BRANCH (UAE)

During the current financial year 2017-18, the Gross Premium written by the Branch is AED 1,198.29 mn compared to AED 1,304.99 mn last year and incurred a loss of AED 0.18 mn as against a loss of AED 251.43 mn last year.

- MALAYSIA BRANCH

During the current financial year 2017-18, the Gross Premium written by the Branch was RM 664.07 mn compared to RM 529.90 mn and incurred a loss of RM 49.18 mn as against a profit of RM 115.03 mn.

- KENINDIA ASSURANCE CO. LTD., KENYA

The paid up share capital of the Company is Kshs 561 mn. The total shares held by GIC is 515,777 shares of Kshs 100 each as on 31^st December, 2017. The Corporationsâ holding in the share capital of the Company is 9.19%.

The Board has recommended a dividend of Kshs.10 per share for the year ended 31^st December, 2017.

- INDIA INTERNATIONAL INSURANCE PTE. LTD., SINGAPORE

The Corporation holds 20% shares in India International Insurance Pte. Ltd., which has a share capital of S$ 50 million. The total shareholding of GIC Re in the Company is 10 mn shares each of 1 S$.

The Directors have recommended a first & final dividend of 10 cents per share for the financial year 2017.

- ASIAN REINSURANCE CORPORATION, BANGKOK

The Corporation is holding 6.32% of the share capital as Associate Member of Asian Re in addition to holding 0.99% of the share capital as its Regular Member on behalf of the Government of India.

Shareholders passed a resolution to approve 3% stock dividend from the retained earnings as at 31^st December, 2016 to Class B shareholders.

- EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Corporation has 14.75% stake in the share capital of East Africa Reinsurance Company Ltd., an existing profit-making reinsurance company in Kenya. The total shareholding of the Corporation is 221,281 shares of 1000 Kshs, as on 31^stDecember, 2017.

Board has recommended a total dividend of Kshs. 100 million equivalents to 16.62% of PAT to registered shareholders as at 31^st December, 2017.

- GIC Bhutan Re Ltd.

The maiden reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters.The venture began its operations in the name âGIC Bhutan Re Ltdâ in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 13,000,000 shares of value Nu 10 each as of 31^st December, 2017. The rest of the shareholding is divided between two Local Bhutanese promoters with 17% stake each and 40% shares are held by the public.

The Company has not declared any dividend for the year ended 31^st December, 2017.

- GIC Re South Africa Ltd.

GIC Re South Africa Ltd is the Corporationâs first 100% owned subsidiary (Wholly owned subsidiary) operational since October 2014.The company when acquired was in the run-off for both Life as well as Non-life business. GIC started writing new Non-life business since January 2015. Life business is still in run-off.

The revenue since then has been as under:

2014-15 ZAR 155.88 Mn.

(January 2014 to March 2015)

2015-16 ZAR 331.82 Mn.

2016-17 ZAR 688.64 Mn.

2017-18 ZAR 1,641.25 Mn.

The growth of Revenue since then has been 113%, 108% and 138% respectively. The number of employees have since grown from 9 to 23 during the above period. The Management Expenses in relation to GWP has dropped from 6.55% to 1.58% since then.

The Corporation held 421,856,675 no par value ordinary shares with a value of ZAR 843,713,350 constituting 100% of GIC Re South Africa Ltdâs equity as of 31^st March, 2018.

The Company has not paid or declared any dividend during the year ended 31^st March, 2018.

- GIC Re, India, Corporate Member Limited

With the objective of becoming a reputed global reinsurer, GIC Re expanded into Lloydâs of London by offering reinsurance capacity to Lloydâs syndicates through quota share capital gearing treaties since 2011. Since as a capacity provider, GIC Re was required to have its own Corporate Membership at Lloydâs, GIC Re acquired I-CAT CCM TEN Ltd, an existing Corporate Member company, in November 2013 and renamed it as GIC Re, India, Corporate Member Ltd, which is registered as a private limited company in the UK. The Company commenced reinsurance operations in 2014.

The business underwritten by the Company is fully reinsured with GIC Re.

The company has earned a profit of GBP 19,000 as against a loss of GBP 33,000 last year.

The company has not declared payment of any dividend for the year.

LISTING OF EQUITY SHARES

During FY 2017-18, the Corporation completed its Initial Public Offer (IPO) consisting of Offer for Sale (OFS) of 107,500,000 equity shares by the Government of India and fresh issue of 17,200,000 equity shares respectively of face value Rs.5 each.

The shares of the Corporation were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 25^th October, 2017.

PUBLIC DEPOSITS

The Corporation has not accepted any deposits under Section 73 of the Companies Act, 2013.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

The Board of Directors of the Corporation as on 31^st March, 2018 consisted of ten Directors, out of which five are independent Directors, one is Government Nominee Director, one is non-executive non- independent Director and three are whole-time Directors including the Chairman cum Managing Director.

None of the Directors are related to any other Director or employee of the Corporation.

The details pertaining to composition and change in Board, committees and details of meetings is provided under Corporate Governance Report and hence not repeated here to avoid duplication.

DECLARATION OF INDEPENDENT DIRECTORS

RETIREMENT OF DIRECTOR BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013, Smt. Alice G. Vaidyan, Chairman cum Managing Director, would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Smt. Alice G. Vaidyan has offered herself for re-appointment.

POLICY FOR SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION

The Corporation being a Government Company, is exempted to furnish information under Section 134 (3) (e) of the Companies Act, 2013 vide MCA Notification dated 5^th June, 2015.

POLICY FOR REMUNERATION OF KEY MANAGERIAL PERSON AND OTHER EMPLOYEES

The Corporation, being a Government Company, the remuneration payable to Key Managerial Persons and other employees are as per the Government of India norms.

CODE OF CONDUCT UNDER SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS,2015

BUSINESS RESPONSIBILITY REPORTING

Business Responsibility Report as stipulated under Regulation 34 of the SEBI (LODR) Regulation, 2015 forms part of the Annual Report and has been hosted on the website of the Corporation and can be viewed at www.gicofindia.com.

CEO/CFO CERTIFICATION

In terms of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the certification by the Managing Director & CEO and Chief Financial Officer of the Corporation on the financial statements and internal controls relating to financial reporting has been obtained.

DETAILS OF UNCLAIMED SUSPENSE ACCOUNT

Details of Unclaimed Suspense Account as provided by our RTA i.e. Karvy Computershare Private Limited pursuant to Regulation 39 read with Part F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sr. No.	Description	No. of Shareholders	No. of Shares
1	Aggregate Number of shareholders and the outstanding shares lying unclaimed as on 23.10.2017	10	160
2	Number of shareholders who approached Listed entity for transfer of shares from suspense account during the year	3	48
3	No. of shareholders to whom shares were transferred from suspense account during the year	3	48
4	Aggregate Number of shareholders and the outstanding shares lying unclaimed as on 31.03.2018	7	112

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134 of Companies Act , 2013, the Directors confirm that:

1. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

2. The Directors have selected such Accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at the end of the financial year and the profit and loss of the Corporation for that period.

4. The Directors have prepared the annual accounts on a going concern basis;

5. The Directors have laid down Internal financial control to be followed by the Corporation and that such Internal Financial Controls are adequate and are operating effectively; and

6. The Directors have devised proper systems to ensure compliance with applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE CORPORATION Domestic (India):

Following is the detail of one major loss which occurred during the month of April 2018:

Name of Insured	Cause of loss	Date of loss	Cedant	100% loss (Rs. Cr.)	GICâs share of Gross loss (Rs. Cr.)	GICâs share of Net loss (Rs. Cr.)
Privi Organics	Fire	26.04.2018	ICICI Lombard GIC	250.00	155.52	100.00
M/s. Garden Reach Shipbuilders and Engineers Ltd.	Damage due to storm	17.04.2018	Reliance General Insurance	125.00	59.48	59.48

BOARD MEETINGS

The number of Board meetings held during financial year 2017-18 of the Corporation were Ten (10) and these are as follows:

29^th May, 2017

14^th June, 2017

4^th August, 2017

8^th September, 2017

25^th September, 2017

30^th September, 2017

16^th October, 2017

13^th November, 2017

12^th February, 2018

SECRETARIAL STANDARDS

During 2017-18, the Corporation was in compliance with the applicable accounting standards issued by the Institute of Company Secretaries of India with respect to Board and General Meetings.

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2016-17 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOK SABHA 22^nd December, 2017

RAJYA SABHA 19^th December, 2017

ACKNOWLEDGEMENT

The Corporation is grateful to the Insurance Regulatory and Development Authority of India, Government of India, Reserve Bank of India and Securities and Exchange Board of India for their continued cooperation, the support and guidance. The Corporation wishes to thank its investors, rating agencies, depositories, Registrar & Share Transfer Agent & Stock Exchanges for their support.

The Corporation would like to express its gratitude for the continued support and guidance received from Principal Director of Commercial Audit and Ex-Officio Member, Audit Board- I, Mumbai.

The Directors express their deep sense of appreciation to all the employees, whose outstanding professionalism, commitment and initiative have made the organisationâs growth and success possible and continue to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

Alice G. Vaidyan

Chairman-cum-Managing Director

Date : 25^th May, 2018

Place : Mumbai

Mar 31, 2017

| Directors Report

To The Members,

The Directors have pleasure in presenting the Forty Fifth Annual Report on the working and affairs of the Corporation and the audited statements of account for the year ended 31^st March, 2017.

FINANCIAL RESULTS

The highlights of the financial results for the year under review are as under:

(Rs, in crore)

	2016-17	2015-16
1. Gross premium	33,585.44	18,435.81
2. Net Premium	30,174.55	16,374.78
3. Net Earned Premium	26,714.89	15,172.84
4. Net Incurred Claims	21,646.41 81.03 %	12,899.86 85.0%
5. Net Commission	5404.40 20.2 %	3,490.36 23.0%
6. Operating Expenses and Other Outgo less Other Income	270.56	24.13
7. Investment Income Apportioned to Revenue less expenses	3052.65	2,802.72
8. Premium Deficiency	0	-58.46
9. Total Profit/Loss (-) (3 7-4-5-6-8)	2446.18	1,619.68
10. Interest, Dividends and Rents (net)	1532.98	1349.79
11. Other Income less Other Outgo	21.58	25.75

	2016_-17	2015_-16
12. Reserve for Doubtful Debts and Investment including Amortization of Investments Written off	333.72	38.71
13. Profit before Tax (9 10 11-12)	3623.86	2,956.51
14. Income-tax Deducted at Source and Provision for tax in including deferred taxes	496.18	108.12
15. Profit after Tax (13-14)	3127.67	2,848.39
16. Balance of Profit B/F from previous year	0.09	0.08
17. Interim Dividend	-	-
18. Proposed Dividend	-	860.00
19. Dividend tax	-	175.08
20. Transferred to General Reserves	_-	1,813.30
21. Balance of Profit C/F (15 16-17-18-19-20)	3127.76	0.09

(Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

(Percentages relate to the net earned premium of the corresponding year)

(Obligatory sessions from Domestic Insurance Companies reduced from 10% to 5% w.e.f. 01.04.13 wide IRDA/NL/RI/41/2012-13 date 03.03.2013)

DIVIDEND

During the year, the Directors recommended Rs, 1002 crore at the rate of 233% as the full and final dividend on date as against Rs, 860.00 crore at the rate of 200% in the previous year.

CAPITAL AND FUNDS

Capital and Funds of the Corporation stood at Rs, 59,588.57 crore as on 31^st March, 2017 as against Rs, 44,385.85 crore in the previous year, the details of which are given below:

(Rs, in crore)

	As on	As on
	31.03.2017	31.03.2016
Shareholders'' Funds
(Net Worth)
Paid up Capital	430.00	430.00
General Reserve	14,402.30	14,402.30
Profit & Loss a/c*	3127.76	0.09
	17,960.05	14,832.39
Less: Deferred Tax Assets	13.43	2.43
Net worth	17,946.63	14,829.96
Policyholders Fund	41,681.87	29,555.89
Total Funds	59,628.49	44,385.85

*Profit & loss account Rs, 3121.46 crore without making adjustment for dividend, dividend distribution tax.

Net worth (Shareholders Funds) for the last 5 years

ASSETS

Total assets of the Corporation were Rs, 94,948.62 crore as on 31^st March, 2017 as compared to Rs, 79,732.58 crore as on 31^st March, 2016.

CONSOLIDATED FINANCIAL STATEMENT

Provisions regarding Financial Statements are laid down under Section 129 of the new Companies Act, 2013. As per the provision of Section 129 (2) of the said Act, at every Annual General Meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129 (3) of the Companies Act, 2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under sub-section (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General

Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

Explanation:

The Corporation is preparing Consolidated Financial Statements as it has two subsidiaries namely GIC Re South Africa Limited and GIC Re India Corporate Member Limited, UK and two Associate Companies namely Agriculture Insurance Company of India Ltd. (AICIL) and India International Insurance Pte. Ltd. Singapore.

FINANCIAL RATING AND RANKING

Rating agency AM Best reaffirmed the financial strength rating of "A- (Excellent)" and issuer credit rating of "a-" of the Corporation in February 2017.The outlook of these credit ratings is Stable. The rating reflects GIC Re''s adequate risk adjusted capitalization and good business profile in domestic market.

Rating agency Credit Analysis & Research Limited (CARE) reaffirmed AAA (In) claims paying ability rating for the Corporation in April 2017. The rating reflects strategic importance as the dominant national reinsurer, good solvency position and comfortable liquidity profile.

National rating Agency, Russia reaffirmed the financial stability rating of "AAA" national scale and "iA" on the international scale, with "stable" forecast in October 2016.

GIC Re is ranked 14th largest international reinsurer group by A M Best based on Gross Written Premium in year 2015 and 18^th by Standard & Poor''s on Net Reinsurance Premium written in year 2015.

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31^st March 2017 stood at 2.40 as against 3.48 in the previous year.

INVESTMENTS

The book value of the investment of the corporation in India (representing investment, loans & deposits) amount to Rs, 39,126.27 crores as on 31.03.2017 as against Rs, 34,050.25 crores in the previous year. The Investment Income of Rs, 4,515.61 crores were apportioned to Policy Holder & Share Holder as under:

(Rs, in crore)

Apportioned to Policyholders	3,006.88
Apportioned to Shareholders	1,508.73

The mean yield on funds with profit on sale of investments stood at 12.3%. The net NPA% (non performing Assets) was at 0.78%.

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporation''s existing paid-up equity capital of Rs, 430 crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditor''s Report), Regulations, 2002.

"ART/Structured Solutions Contract (Retro Programme):

GIC Re had arranged ART retro protection programme from 01.10.2001 till 31.05.2014 followed by the Structured Solution Contract from 01.06.2014 till 31.05.2017 for covering risks from all classes of business as per agreed terms and conditions. The ART contract was not renewed with effect from 31.05.2014. The ART programme will see the final closure after both parties agree to the net balance quantum, which may take place during the current financial year 2017-18.

The Structured Solution Contract is not renewed effective 01.06.2017. The earliest date for closure of the contract could be 31.1.2019. GIC Re and the Reinsurers will maintain all contractual rights and obligations arising out of the contract and towards statutory dues, till the final closure after both parties agree to the net balance quantum."

ENTERPRISE RISK MANAGEMENT

ERM department conducts an annual workshop wherein risks and controls are assessed with the assistance of Officials designated as Risk and Mitigation Plan Owners (RMOs). At the workshop, risks are re-calibrated; new risks are brought for discussion followed by prioritization of risks. RMOs also propose a control/mitigation plan during the workshop. The department conducts periodic review of the risk universe, control implementation and its effectiveness and keeps the Management and Board ERM Committees duly informed of developments and deviations.

The risk register of the Corporation is maintained in GIC Risk Pro, a customized ERM software. This software records the identified risks and their mitigation plans and facilitates monitoring and control process. The Key risk indicators (KRIs) which are used to fix the risk tolerance limits are also captured in GIC Risk Pro. The software is integrated with the base SAP system of Corporation which enables RMOs to get automated notifications/alerts if the KRI thresholds are breached.

As part of its allied activities, the ERM department reviews the Business Continuity Plan (BCP) annually. The purpose of BCP is to minimize the impact on the organization of any significant business disruption to an acceptable level through a combination of preventive measures, recovery controls and alternate arrangements. Business Continuity Planning aims at providing continuity of services at a defined minimum acceptable level of critical functions and to safeguard the financial, competitive and reputational position in the short and medium term. Teams under BCP have been adequately trained as to their specific responsibilities under the Plan with an aim to create awareness to reinforce the Business Continuity culture and refresh the importance of the on-going Business Continuity Exercises.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://gicofindia.com/images/pdf/CSR-Policy-with-amendment.pdf .

The CSR Reporting as per Section 135 of the Companies Act, 2013 given in Annexure I.

AUDITORS AND AUDIT REPORT STATUTORY AUDITORS

GBCA & Associates, Chartered Accountants and Samria & Co., Chartered Accountants were appointed as joint Auditors to audit the accounts of the Corporation for the financial year 2016-17 by the Comptroller & Auditor General of India under Section 139 and section 143 of the Companies Act, 2013.

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board has appointed SVVS & ASSOCIATES, Company Secretary LLP to conduct Secretarial Audit for the financial year 2016-17

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Corporation is given in Annexure II.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return (Form MGT 9) of the Company is annexed herewith as Annexure III to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation is dealt in the Management Discussion and Analysis Report which forms part of the Directors Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below:

i) Earnings Rs, 2939.86 crore

ii) Outgo Rs, 1992.91 crore

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to Rs, 18,01,532/-, Rs, 5,53,75,045/- and Rs, 5,99,09,592/respectively for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

PERSONNEL AND INDUSTRIAL RELATIONS I. STAFF POSITION AS ON 31.03.2017

Class I	- Officers	467
Class III	- Clerical Employees	76
Class IV	- Sub-Staff	19
TOTAL		562

Composition of Scheduled Castes and Scheduled Tribes in the employee Strength

Cadre	Total Employee Strength		Composition
		SC	%	ST	%
Officers	467	71	15.20	26	5.57
Clerical	76	21	27.63	10	13.16
Sub-Staff	19	4	21.05	1	5.26
Total	562	95	17.08	37	6.58

II. WELFARE OF SC/ST/OBC:

As per the National Policy on reservation for SC/ST & OBC, GIC Re has framed rules, which allow reservations and concessions/relaxation for SC/ST and OBC in recruitment and promotion wherever applicable. Special in-house training classes are conducted for SC/ST employees who are in the promotion zone in order to enable them to acquire knowledge so that they are able to give a better account of themselves in the written test. The Corporation also organizes pre-recruitment trainings through the Recruitment Agency for the SC/ST candidates who apply for the recruitment examination on All India Basis.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Corporation has been employing women employees in various cadres within its office. The Corporation has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2016-17 and hence no complaint is outstanding as on 31.03.2017 for redressal.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

In-house quarterly journal KSHITIJ was published regularly. It was also made available on Company''s website. During Hindi fortnight, various competitions were organized. The winners of these competitions were awarded prizes during a cultural programme.

CMD''s Shield was awarded to General Accounts Department and certificates were given to Office Services Department and Investment (Operations) Departments as these departments were found to be the best performing departments of the Corporation with regards to Official Language Implementation.

Almost all Officers and Employees are having working knowledge of Official Language. Out of 562 personnel of GIC Re, 172 are proficient in Hindi.

Akruti based UNICODE has been installed on the computers. Officers and Employees are able to do their day to day work in Hindi also.

GIC''s Liaison office, New Delhi was inspected by Third Committee of Parliamentary Committee on Official Language to take stock of Implementation of Official Language on 9^th July, 2016.

Officials of GIC have attended TOLIC meetings regularly and participated in programmes organized by TOLIC members.

Official Language Deptt of GIC was awarded for Hindi In-house magazine KSHITIJ by TOLIC and Hindi Implementation by Aashirwad Sanstha, Mumbai.

VIGILANCE

The Vigilance Department of the Corporation is headed by a Chief Vigilance Officer in the rank of General Manager. The emphasis of the Vigilance Department is on preventive vigilance.

The Department also focuses on various systems improvement initiatives.

The focus of the Organization, in concurrence with CVC guidelines, is to take proactive steps to avoid a vigilance like situation. Audit reports are studied and remarks made by Auditors are analyzed. Surprise inspections are conducted periodically and lapses studied from a vigilance angle. Based on this, suggestions are advised for improvisation of systems and procedures of the Organization. The purpose is to focus and accept vigilance as an organizational objective and create an atmosphere conducive to "Zero corruption" functioning, with role clarity and clear sense of direction. To improve vigilance administration, CVO and other officers also participate in the vigilance training programmes/workshops conducted by reputed organizations.

Periodical discussions are held with the officials of various departments/companies to ensure financial and office discipline and imbibe a culture of value and ethics in the organization.

INTERNAL AUDIT DEPARTMENT

To achieve the objective, the Internal Audit Department has utilized the services of professional audit firms. During the year 2016-17, M/s Mayra & Khatri were appointed as Internal Auditors for Reinsurance Operations and Business Accounts and M/s S.K. Patodia & Associates were appointed as Internal Auditors for Investment Operations and other departments.

The Internal Audit Department also appoints Internal Auditors for the foreign branches of GIC Re in London, Dubai and Malaysia and representative office in Moscow. The Internal Audit of London Branch for FY 2016-17 was conducted by GIC Re H.O. officials.

Besides, the following special audits were also arranged by the Internal Audit Department:

1. Secretarial Audit

2. RTI Audit

3. Audit of FAIR Nat Cat Pool

4. Audit of Indian Nuclear Insurance Pool

5. Investment Risk Management Systems & Processes (IRMSP) Audit

During the FY 2016-17, Internal Audit Department also conducted audit of Delhi Liaison Office and Chennai Liaison Office.

The Internal Audit Department functions independently under the supervision of the Audit Committee of the Board. The Audit reports of GIC Re Head Office and Foreign branches are placed before the Audit Committee of the Board for their consideration and directions.

Seven (7) meetings of the Audit Committee of the Board were held during the year 2016-17. Action Taken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee.

During the year, emphasis was laid on core business activities and audit of Reinsurance underwriting operations, settlement of outstanding accounts & reconciliations of broker balances. Other departments like Human Resources, IT, Communication, General Accounts, Office Services etc. were also covered during the year. Besides major expenditures incurred, both Revenue and Capital, having financial implications were also subjected to audit. Treaty acceptances, Cash Call settlements and Settlement of Accounts were audited on concurrent basis.

Audit of Investment Operations was conducted on concurrent basis. This covered the primary and secondary market transactions. In line with RBI directions, Subsidiary Government Ledger (SGL) for Central and State Government Securities were subjected to concurrent audit and confirmation of correctness of balances, and its reconciliation at the end of each month were sent to RBI. The same were also placed before the Audit Committee at its meetings.

The major contributions of the auditors during the year include appraising the management of the scope of improvement in cash call servicing, broker-wise and cedant-wise receivable management, reduction in inappropriate amounts, and streamlining of outstanding loss reserves. The Audit function in the Corporation has brought about improvement in data quality, acceleration in claim processing, streamlining of process of accounts receivable management in the Reinsurance Operations. By critically appraising the Management of the Corporation of the various systems and processes, the Internal Audit Department facilitated to strengthen the overall governance mechanism.

RTI ACT, 2005

The Corporation has in place the stipulated structure to implement the RTI Act 2005, in the Organization. The Setup is headed by a General Manager designated as the Transparency Officer. A General Manager functions as the Appellate Authority, a Deputy General Manager is the Central Public Information Officer, an Assistant General Manager discharges the duties of Assistant Public Information Officer under the provisions of the Act. An Assistant Manager is nominated as the Nodal Officer.

The Corporate website www.gicofindia.com hosts information as relevant to the Corporation, under the Act which is updated from time to time. GIC has complied with the guidelines issued by Ministry of Personnel, Public Grievance & Pensions, Department of Personnel and

Training, regarding Implementation of suo motu disclosure u/s 4 of the RTI Act, 2005. The suo motu disclosures are audited as envisaged in the guidelines. GIC has also gone live for the citizens on RTI Web Portal from 1^st July 2016.

During the period under review (2016-17) the corporation received 120 Applications and 9 First Appeals under the RTI Act, 2005. All the Applications were duly replied and Appeals were disposed of well within the stipulated time. No Second Appeals were filed against the Corporation during the period under review.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

During the year, the Information Technology Management Group of GIC Re has initiated some important initiatives which will provide long term benefits to the Corporation. The Front Desk Submission System was rolled out to enable quick capture of business proposals into the core application system. The implementation of a state-of-the-art software for the Life Reinsurance business administration has begun and is expected to be in production use during the next year. The website of the Corporation was completed revamped with new look and feel and optimized for viewing on mobile devices as well as with multiple language options.

The Information Security Policy of the organization is periodically reviewed and the security infrastructure is regularly audited through certified security auditors. Disaster Recover drill of the core applications are also carried out during the year

TRAINING/HRD

In this ever changing and fast paced competitive world, training and development is an indispensable function. With training programs, the Training Department helps the officers to achieve a competitive edge as the business needs, skills requirements, and the complexity of the external environments are rapidly evolving. Training allows the officers to acquire new skills, sharpen existing ones, perform better, increase productivity and be better leaders. It is crucial for organizational development and its success is indeed fruitful to both employers and employees.

In the year 2016-17, training was imparted to all levels of employees both internally and externally. Various programmes are conducted for the employees at GIC Re Learning Academy, National Insurance Institutes, Insurance

Institute of India and other Reputed Institutes. Many soft skilled programmes as well as technical based programmes were initiated.

A summary of various training programmes organized by the Training Department are indicated below :

Organization	No of No of Programmes Employees trained
GIC Re Learning Academy	16	250
National Insurance Academy	23	128
Insurance Institute of India	6	96
Other Reputed Institutes	55	203
Seminar/Conferences/ Trainings in Foreign Countries	26	53

Some highlights of the programmes are :

1. 5 weeks long Induction Programme conducted at Insurance Institute of India for 23 Direct Recruits. The sessions covered both aspects of Insurance and Reinsurance.

2. As a marketing strategy, 3 specialised programmes on Reinsurance were conducted for the Overseas Associates of GIC Re. A total of 76 delegates from different Insurance and Reinsurance companies attended the programme.

- Reinsurance Management - Concept Level ; June 2016

- Reinsurance Management - Professional Level; November 2016

- Reinsurance Management - Concept Level ; February 2017

Maxi sure Limited - Tanzania, Archipelago Ltd.- Malaysia,Southeast Insurance PLC.- Thailand, Union Assurance General Limited - Sri Lanka to name a few of the participant companies.

3. Renowned trainer Mr. Peter Cave from London was invited to conduct trainings on Nuts & Bolts of reinsurance and its advanced study for all the Reinsurance Departments of GIC Re. 92 officers were trained at Insurance Institute of India.

4. A specialized programme on Reservation in Service for SC/ST/OBC Employees & Roster Preparation was conducted at Ador House. The purpose of the training was to understand the reservation policies. The training was impacted by Shri C Unnikrishnan, Retd Dy.Secretary to the GOI. He is a noted speaker on the subject and this training was well received by all the participants.

5. Directors Training Program with focus on Cyber Security for Scale of officers was conducted by Excellence Enables Pvt Ltd.

6. A two day program was organized for officers of GIC Re by the Goa Institute of Management. 20 officers from Scale II to Scale V from various departments attended the training programme. In addition to insurance/reinsurance, various sessions on soft skills were also held by eminent faculty of the Insurance industry.

7. SAP related trainings were conducted at E-Learning Centre on various Reinsurance modules.

8. The Training Department also conducted a conceptualized training programmes for the retiring officers at National Insurance Academy.

9. Adventure Sports Programme organized at Atal Bihari Vajpayee Institute of Mountaineering and Allied Sports, Manali - 2 batches of 21 participants each.

The Training Department has successfully imparted training to all the employees of GIC Re in the year 2016-17.The end result of trainings is that these concerned personnel are better equipped to handle new challenges that arise in the growing business scenario. Trained officers do work better and more efficiently.

Impact Study of Training Programme

The trainings were conducted for our officers/employees for enhancement of existing skills, updating the techniques in respective departments. Trained officers do work better and more efficiently, have positive attitude. The resultant impact of Training is to improve drive, initiative and quality of work output of the employees/officers. It indirectly makes them more committed to achieving goals and objectives of the Corporation.

OVERSEAS EXPANSION

Overseas Expansion of operations, through branch offices, subsidiaries and joint ventures are an integral part of the business growth strategy. Expansion plans are drawn basing on study of market opportunities, supported by understanding of the business and working environment in prospective markets. The decisions are based on sound business research coupled with prevailing regulatory structures and requirements.

GIC Re has always demonstrated its commitment to building and supporting the insurance markets of neighboring SAARC countries. It has ensured support to the insurance industry and regulators in SAARC and Africa by providing technical inputs, imparting training and providing capital support, whenever, situation demands.

GIC Re has been organizing and participating in major insurance events, including participation at the Annual South Asian Insurance Regulators âMeet and Conference. Scaling up of Moscow Representative Offices to full-fledged business offices is now on the agenda.

INVESTMENT IN INSURANCE COMPANIES DOMESTIC OPERATIONS AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICIL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance Companies. The Company has not declared any dividend for the financial year 2015-16.

OVERSEAS OPERATIONS

GIC Re has 4 overseas offices viz; a Representative Office in Moscow and Branch Offices in London, Dubai and Malaysia.

- LONDON BRANCH (UK)

During the current financial year 2016-17, the Gross Premium written by the Branch was GBP 85.22 mn compared to GBP 51.04 mn last year and earned a profit of GBP 13.82 mn as against a profit of GBP 8.11 mn last year.

- DUBAI BRANCH (UAE)

During the current financial year 2016-17, the Gross Premium written by the Branch is AED 1304.99 mn compared to AED 1,158.21 mn last year and incurred a loss of AED 251.43 mn as against a loss of AED 223.95 mn last year.

- MALAYSIA BRANCH

During the current financial year 2016-17, the Gross Premium written by the Branch was RM 529.90 mn compared to RM 483.98 mn and incurred a profit of RM 115.03 mn as against a loss of RM 282.26 mn.

- KENINDIA ASSURANCE CO. LTD., KENYA

The paid up share capital of the Company is Kshs 561 mn. The total shares held by GIC Re is 515,777 shares of Kshs 100 each as on 31.12.2016. The Corporations'' holding in the share capital of the Company is 9.19%.

Kenindia has declared a dividend of KShs 10 per share for the year ended 31^st December, 2016.

- INDIA INTERNATIONAL INSURANCE PTE. LTD. SINGAPORE

Corporation holds 20% shares in India International Insurance Pte. Ltd., which has a share capital of S$ 50 million.

The total shareholding of GIC Re in the Company is

10 mn shares each of 1 S$.

The Directors have recommended a first & final dividend of 10 cents per share for the financial year 2016.

- ASIAN REINSURANCE CORPORATION, BANGKOK

The Corporation is holding 6.32% of the share capital as Associate Member of Asian Re in addition to holding 0.99 % of the share capital as its Regular Member on behalf of the Government of India. The Company has not declared any dividend for the year 2016.

- EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Corporation has 14.75% stake in the share capital of East Africa Reinsurance Company Ltd., an existing profit making reinsurance company in Kenya. The total shareholding of the Corporation is 221,281 shares of 1000 kshs, as on 31^st March, 2017.

The Company has declared a dividend of40.00 Kshs per share for the financial year ended 31^st December 2015.

- GIC Bhutan Re Ltd.

The maiden reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters. The venture began its operations in the name ''GIC Bhutan Re Ltd'' in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 13,000,000 shares of value Nu 10 each as of 31^st December 2016. The rest of the shareholding is divided between two Local Bhutanese promoters with 17% stake each and 40% shares are held by the public.

- GIC Re South Africa Ltd.

GIC Re South Africa Ltd is the Corporations first 100% owned subsidiary (Wholly owned subsidiary) operational since April 2014. The company when acquired was in the run off for both life as well as Non-life Business. GIC started writing New Non-Life Business since January 2015. Life Business is still in the runoff.

The Revenue since then has been as under:

1. 2014-15 (January 2014 ZAR 155.88 Mln to March 2015)

2. 2015-16 ZAR 331.82 Mln

3. 2016-17 ZAR 688.64 Mln

The growth of Revenue since then has been 113% and 108% respectively. The number of employees have since grown from 9 to 20 during the above period. The Management expenses in relation to GWP has dropped from 6.55% to 3.44% since then. The company is poised to breakeven in the next two years.

The Corporation held 126,950,000 no par value ordinary shares with a value of ZAR 253,900,000 constituting 100% of GIC Re South Africa Ltd.''s equity as of 31^st March 2017.

- GIC Re, India, Corporate Member Limited

With the objective of becoming a reputed global reinsurer, GIC Re expanded into Lloyd''s of London by offering reinsurance capacity to Lloyd''s syndicates through quota share capital gearing treaties since 2011. Since as a capacity provider, GIC Re was required to have its own Corporate Membership at Lloyd''s, GIC Re acquired I-CAT CCM TEN Ltd, an existing Corporate Member company, in November 2013 and renamed it as GIC Re, India, Corporate Member Ltd, which is registered as a private limited company in the UK. The Company commenced reinsurance operations in 2014.

The business progress of the Company in the last three years is summarized in the table below. The business underwritten by the Company is fully reinsured with GIC Re.

	2014	2015	2016
No. of syndicate participations	1	2	4
Names of syndicates	6119 - XL Catlin	6119 - XL Catlin 6118 - Barbican	6119 - XL Catlin 6118 - Barbican 6126 - Pritchard 2014 - Acappella
Syndicate Premium Limit/ Stamp Capacity (GBP)	14,055,470	18,473,248	31,906,231

DECLARATION OF INDEPENDENT DIRECTORS

During the year under review, there was no Independent Director on the Board of the Corporation.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134 of Companies Act 2013, the Directors confirm that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. Appropriate accounting policies have been selected and have been applied consistently and have made judgments an estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at the end of the financial year 2015-16 and of the profit or loss of the Corporation for the period;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis;

5. Proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY Domestic (India):

Following is the detail of one major loss which occurred during the month of April 2017:

Name of Insured	Cause of loss	DOL	Cedant	100% loss ('' crs.)	GIC''s share of Gross loss ('' crs.)	GIC''s share of Net loss ('' crs.)
Vedanta Ltd	Fire	17.04.2017	New India Assurance Co. Ltd.	165.00	71.57	71.57

GENERAL MEETINGS

The last three Annual General Meetings were held at the Registered Office of the Corporation at Suraksha" 170, J. Tata Road,Churchgate,Mumbai - 400 020 on the following dates:-

28^th September, 2016 17^th July, 2015 10^th September, 2014

BOARD MEETINGS

The number of Board meetings held during financial year 2016-17 of the Corporation were Seven (7) and these are as follows:

8^th June, 2016 29^th June, 2016 31^st August, 2016 28^th September, 2016 29^th November 2016 21^st January, 2017 23^rd February, 2017

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2015-16 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOK SABHA 9^th December 2016 RAJYA SABHA 29^th November 2016

ACKNOWLEDGEMENT

The Board places on record its deep appreciation of the agents, brokers, staff and officers of the Corporation for their valuable contribution in achieving its plans and goals. The Directors are thankful for the guidance and support extended by Ministry of Finance, IRDAI, and Principal Director of Commercial Audit and Ex-Officio Member, Audit Board- I, Mumbai.

For and on behalf of the Board

Alice G. Vaidyan

Chairman-cum-Managing Director

Date : 29^th May, 2017

Place : Mumbai

Mar 31, 2016

Directors Report

To The Members,

The Directors have pleasure in presenting the Forty Fourth Annual Report on the working and affairs of the Corporation and the audited statements of account for the year ended 31^st March, 2016.

We wish to inform you that the Corporation has been converted into a Public Limited Company w.e.f. 04.02.2016 with the approval of President of India and members of the corporation, at the Extra-ordinary General Meeting held on 4^th February 2016. The face value of Shares of the Corporation has also been reduced from Rs, 100/- per Share to Rs, 1/- per Share at the same meeting.

FINANCIAL RESULTS

The highlights of the financial results for the year under review are as under:

(Rs, in crore)

	2015-16	2014_-15
1. Gross premium	18,435.81	15,183.97
2. Net Premium	16,374.78	13,857.01
3. Net Earned Premium	15,172.84	13,558.25
4. Net Incurred Claims	12,899.86 85.0%	11,891.77 87.7%
5. Net Commission	3,490.36 23.0%	2,784.25 20.5%
6. Operating Expenses and Other Outgo less Other Income	24.13	217.87
7. Investment Income Apportioned to Revenue less expenses	2,802.72	3,024.82
8. Premium Deficiency	-58.46	58.46
9. Total Profit/Loss (-) (3 7-4-5-6-8)	1,619.68	1,630.71
10. Investment Income apportioned to Profit & Loss A/c	1349.79	1,228.63
11. Other Income less Other Outgo	25.75	155.51

	2015_-16	2014_-15
12. Reserve for Doubtful Debts and for Investment including Amortisation of Investments Written off	38.71	187.62
13. Profit before Tax (9 10 11-12)	2,956.51	2,827.23
14. Income-tax Deducted at Source and Provision for tax including deferred taxes	108.12	133.51
15. Profit after Tax (13-14)	2,848.39	2,693.72
16. Balance of Profit B/F from previous year	0.08	0.09
17. Interim Dividend	-	-
18. Proposed Dividend	860.00	540.00
19. Dividend tax	175.08	109.93
20. Transferred to General Reserves	1,813.30	2,043.80
21. Balance of Profit C/F (15 16-17-18-19-20)	0.09	0.08

(Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

(Percentages relate to the net earned premium of the corresponding year)

(Obligatory cessions from Domestic Insurance Companies reduced from 10% to 5% w.e.f. 01.04.13 wide IRDA/NL/RI/41/2012-13 date 03.03.2013)

DIVIDEND

During the year, the Directors recommended Rs, 860.00 crore at the rate of 200% as the full and final dividend on date as against Rs, 540.00 crore at the rate of 125.61% in the previous year.

CAPITAL AND FUNDS

Capital and Funds of the Corporation stood at Rs, 44394.91 crore as on 31^st March, 2016 as against Rs, 40019.93 crore in the previous year, the details of which are given below:

(Rs, in crore)

	As on	As on
	31.03.2016
Shareholders'' Funds
(Net Worth)
Paid up Capital	430.00	430.00
General Reserve	14,402.30	12,589.00
Profit & Loss a/c	0.09	0.08
	14,832.39	13,019.08
Less: Deferred Tax Assets	2.43	17.47
Net worth	14,829.96	13,001.61
Policyholders Fund	29,555.89	27,018.32
Total Funds	44,385.85	40,019.93

Net worth (Shareholders Funds) for the last 5 years

('' in crore)

ASSETS

Total assets of the Corporation were Rs, 79,548.75 crore (including Rs, 5547.53 crore of Terrorism pool) as on 31^st March 2016 as compared to Rs, 78093.32 crore (including Rs, 4782.84 crore of Terrorism pool) as on 31^st March 2015.

CONSOLIDATED FINANCIAL STATEMENT

Provisions regarding Financial Statements are laid down under Section 129 of the new Companies Act, 2013. As per the provision of Section 129 (2) of the said Act, at every Annual General Meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129 (3) of the Companies Act,2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under sub-section (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

Explanation:

The Corporation is preparing Consolidated Financial Statements as it has two subsidiaries namely GIC Re South Africa Limited and GIC RE India Corporate Member Limited, UK and two Associate Companies namely Agriculture Insurance Company of India Ltd. (AICIL) and India International Insurance Pte. Ltd., Singapore.

FINANCIAL RATING AND RANKING

A M Best reaffirmed the financial strength rating of "A-(Excellent)" and the issuer credit rating of "a-" of General Insurance Corporation of India (GIC Re) (India) in February 2016. The outlook for both the ratings is stable. The rating reflects GIC Re''s strong risk adjusted capitalization and business profile in its domestic market.

Credit Analysis & Research Limited (CARE) reaffirmed AAA(In) claims paying ability rating of GIC Re in April 2016. This was based on strategic importance as the sole national reinsurer, good solvency position and comfortable liquidity profile.

GIC Re is ranked 14^th largest international reinsurer group by A M Best based on Gross Reinsurance Premium Written in year 2014 and 18^th by Standard and Poor based on Net Reinsurance Premium written in year 2014.

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31^st March 2016 stood at 3.48 as against 3.04 in the previous year.

INVESTMENTS

The book value of the investment of the corporation in India (representing investment, loans & deposits) amount to Rs, 34,050.25 crore as on 31.03.2016 as against Rs, 30,694.38 crore in the previous year. The Investment Income of Rs, 4,174.99 crore were apportioned to Policy Holder & Share Holder as under:

(Rs, in crore)

Apportioned to Policyholders	2,818.63
Apportioned to Shareholders	1,356.36

The mean yield on funds with profit on sale of investments stood at 12.91%. The net NPA% (Non-Performing Assets) was at 1.08%.

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporation''s existing paid-up equity capital of Rs, 430 crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditor''s Report), Regulations, 2002.

ENTERPRISE RISK MANAGEMENT

The Corporation has in place a robust ERM policy. The policy defines a Governance structure as well as the roles and responsibilities at each level. The ERM department is headed by the Chief Risk Officer (CRO) who reports to the Board level ERM committee through the Chairman cum Managing Director (CMD) and Management level ERM committee. ERM department conducts risk and control assessment with the assistance of the Risk and Mitigation Plan Owners (RMOs) whereby risks are re-calibrated; new risks are brought for discussion followed by prioritization of risks. RMOs also propose a control/mitigation plan during this exercise. The department conducts periodic review of the risk universe, controls and implementation and its effectiveness and keeps the Management and Board ERM Committees duly informed of developments and deviations.

During the year under review, ERM department has gone live with software solution for ERM viz GIC Risk Pro on 10th of June 2015. This software records the identified risks and their mitigation plans and facilitates monitoring and control process. The Key Risk Indicators (KRIs) which are used to fix the risk tolerance limits are also captured in GICRiskPro. The software is integrated with the base SAP system of Corporation to enable KRI values to automatically move from base system to GICRiskPro. This system is also beneficial in giving the alerts to the KRI owner if the KRI thresholds are breached.

During the year under review, a stress test exercise conducted by our consulting Actuary evaluated scenarios of significant adverse threats to the future financial condition of GIC Re and the results of the same were found to be satisfactory.

Standard Operating Procedures (SOP) for two key functions of the Corporation viz: Reinsurance and Investment and their related accounting activities have been duly documented. While SOP for investment function is fully implemented, the implementation for Reinsurance is in process.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://gicofindia.com/images/pdf/ CSR-Policy-with-amendment.pdf.

The CSR Reporting as per Section 135 of the Companies Act, 2013 is given in Annexure I.

AUDITORS AND AUDIT REPORT STATUTORY AUDITORS

GBCA & Associates, Chartered Accountants and Samria & Co., Chartered Accountants were appointed as joint Auditors to audit the accounts of the Corporation for the financial year 2015-16 by the Comptroller & Auditor General of India under Section 139 and Section 143 of the Companies Act, 2013.

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board has appointed SVVS & ASSOCIATES, Company Secretary LLP to conduct Secretarial Audit for the financial year 2015-16.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Corporation is given in Annexure II.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return (Form MGT 9) of the Company is annexed herewith as Annexure III to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation is dealt in the Management Discussion and Analysis Report which forms part of the Directors Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rules, 2014 is given below:

i) Earnings Rs, 2586.16 crore

ii) Outgo Rs, 2043.18 crore

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to Rs, 12,76,935.52, Rs, 5,90,71,814.07 and Rs, 5,44,11,414.80 respectively for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

PERSONNEL AND INDUSTRIAL RELATIONS I. STAFF POSITION AS ON 31.03.2016

Class I	- Officers	454
Class III	- Clerical Employees	81
Class IV	- Sub-Staff	23
TOTAL		558

Composition of Scheduled Castes and Scheduled Tribes in the employee Strength

II. WELFARE OF SC/ST/OBC:

As per the National Policy on reservation for SC/ST & OBC, GIC Re has framed rules, which allow reservations and concessions/relaxation for SC/ST and OBC in recruitment and promotion wherever applicable. Special in-house training classes are conducted for SC/ST employees who are in the promotion zone in order to enable them to acquire knowledge so that they are able to give a better account of themselves in the written test. The Corporation also organizes pre-recruitment trainings through the Recruitment Agency for the SC/ST candidates who apply for the recruitment examination on All India Basis.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There was no complaint received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OF THE CENTRAL GOVERNMENT

For implementation of Official Language Policy of the Government, regular inspections of Departments situated in head office, Mumbai and liaison offices in Delhi, Kolkata and Chennai were carried out by the officials of Official Language Department.

CMD''s Shield was awarded to Human Resources Department and certificates were given to General Accounts Department, Vigilance Department and Secretarial Department as these departments were found to be the best performing departments of the Corporation with regards to Official Language Implementation.

Almost all Officers and Employees are having working knowledge of Official Language and 5 newly recruited officers are yet to be trained in Hindi. They will be sent for training shortly.

Out of 533 personnel of GIC Re, 172 are proficient in Hindi.

Akruti based UNICODE has been installed on the computers. Officers and Employees are able to do their day to day work in Hindi also.

A chaupal was organized under the banner of Town Official Language Implementation Committee (TOLIC). The subject of the Chaupal was "Social Media, Digital India and Hindi.''Chief Guest of the programme was Mrs. Alice G. Vaidyan, Chairman cum Managing Director of GIC Re and special guest was Senior Radio Persona Mr. Ameen Sayani. Public Sector Undertaking-members of TOLIC were attended the chaupal and made it successful.

VIGILANCE

The Vigilance Department of the Corporation is headed by a Chief Vigilance Officer in the rank of General Manager. The emphasis of the Vigilance Department is on preventive vigilance.

The Department also focuses on various systems improvement initiatives.

The focus of the Organization, in concurrence with CVC guidelines, is to take proactive steps to avoid a vigilance like situation. Audit reports are studied and remarks made by Auditors are analysed. Surprise inspections are conducted periodically and lapses studied from a vigilance angle. Based on this, suggestions are advised for improvisation of systems and procedures of the Organization. The purpose is to focus and accept vigilance as an organizational objective and create an atmosphere conducive to"Zero corruption âfunctioning, with role clarity and clear sense of direction. To improve vigilance administration, CVO and other officers also participate in the vigilance training programmes/ workshops conducted by reputed organizations.

Periodical discussions are held with the officials of various departments/companies to ensure financial and office discipline and imbibe a culture of value and ethics in the organization.

INTERNAL AUDIT DEPARTMENT

To achieve the objective, the Internal Audit Department has utilized the services of professional audit firms. During the year 2015-16, M/s Kailash Chand Jain & Co. being eligible for re-appointment continued as Internal Auditors for Reinsurance Operations and Business Accounts for 2015-16. M/s R. Devendra Kumar & Associates being eligible for re-appointment continued as Internal Auditors for Investment Operations and other functions for 2015-16.

The Internal Audit Department also appoints Auditors for the foreign branches of GIC Re in London, Dubai and Malaysia and representative office in Moscow.

Besides, the following special audits were also arranged by the Internal Audit Department:

1. Secretarial Audit

2. RTI Audit

3. Deliverables Audit

4. Motor Pool Financial Audit

5. FAIR Nat Cat Pool

Six (6) meetings of the Audit Committee of the Board were held during the year 2015-16.Action Taken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee.

Audit of Investment Operations was conducted on concurrent basis. This covered the primary and secondary market transactions. In line with RBI directions,

Subsidiary Government Ledger (SGL) for Central and State Government Securities were subjected to concurrent audit and confirmation of correctness of balances, and its reconciliation at the end of each month were sent to RBI. The same were also placed before the Audit Committee at its meetings.

The major contributions of the auditors during the year include appraising the management of the scope of improvement in cash call servicing, broker-wise and cedant-wise receivable management, reduction in inappropriate amounts, and streamlining of outstanding loss reserves. The Audit function in the Corporation has brought about improvement in data quality, acceleration in claim processing, streamlining of process of accounts receivable management in the Reinsurance Operations. By critically appraising the Management of the Corporation of the various systems and processes, the Internal Audit Department facilitated to strengthen the overall governance mechanism.

During the year, the Internal Audit Department placed before the Board and the Audit Committee the status of Comptroller & Auditor General of India (CAG) Draft Paras (DPs) and Inspection Reports (IRs)

RTI ACT, 2005

The Corporation has in place the stipulated structure to implement the RTI Act 2005, in the Organization. The Setup is headed by a General Manager designated as the T ransparency Officer. A General Manager functions as the Appellate Authority, a Deputy General Manager is the Central Public Information Officer, an Assistant General Manager discharges the duties of Assistant Public Information Officer under the provisions of the Act. An Assistant Manager is nominated as the Nodal Officer.

The Corporate website www.gicofindia.com hosts information as relevant to the Corporation, under the Act which is updated from time to time. GIC Re has complied with the guidelines issued by Ministry of Personnel, Public Grievance & Pensions, Department of Personnel and Training, regarding Implementation of suomotu disclosure u/s 4 of the RTI Act, 2005. The suomotu disclosures are audited as envisaged in the guidelines.

During the period under review (2015-16) the Corporation received Fifty Applications and Eight First

Appeals under the RTI Act, 2005. All the Applications were duly replied and Appeals were disposed off well within the stipulated time. No Second Appeals were filed against the Corporation during the period under review.

INFORMATION TECHNOLOGY MANAGEMENT GROUP (ITMG)

The Information Technology Management Group of GIC Re has adopted the vision of being responsible for generating value through the use of technology. The department provides the IT resources for the Corporation and ensures that the latest technology in hardware, software and networking is implemented in the organization.

The technology platform of the organization is state-of-the-art. There is a Business Continuity Plan (BCP) for IT operations designed to reduce risk from unexpected disruption of the critical functions/operations. DR drill of the core applications has also been carried out during the year. An Enterprise Risk Management framework has been put in place and the risk parameters are being monitored by software that is implemented for the purpose. Electronic transaction processing with the business partners is enabled through the use of a portal and a messaging gateway.

Information Security Policy has been adopted by the organization. The security infrastructure is reviewed and audited through certified auditors regularly.

INDIAN MOTOR THIRD PARTY DECLINED RISK INSURANCE POOL (IMTPDRIP):

The IMTPDRIP has been in operation since 01.04.2012 and is in the 4th year of operation.

The process of Annual clean cut settlement in respect of DR Pool liabilities for the year 2014-15 was completed @ 184% of Ultimate Loss Ratio (ULR).

During the year 2015-16, the total number of Member Companies was 22 and have ceded premium of '' 203 crore (11.26% decrease over previous year) from 1.5 lakh policies (26.11% decrease over previous year).¹

Vide order dated 15th March 2016, the IRDAI decided to dismantle the Pool with effect from 1st April, 2016.

TRAINING/HRD

Today''s work environment often requires officers to be independent thinkers responsible for making good decisions based on limited information. Training enhances these skills. The focus of training department is to help you recognize how best to meet your staff''s personal development needs while, at the same time, ensuring the maximum benefit for business. Communicating with staff, identifying their short and long-term development needs and creating an action plan to deliver these, are key factors in meeting these objectives. Learning/Training is necessary process of achieving business objectives and essentials to improve organizational performance. It bridges the gap between the organization current capability and that needed to deliver business results.

In the year 2015-16 training was imparted to all levels of employees both internally and externally. Various programmes were conducted for the employees at GIC Learning Academy, National Insurance Academy, Pune and other Reputed Institutes. Many soft skilled programmes as well as technical based programmes were initiated.

The Summary of various programmes organized by NIA, other reputed organizations and GIC Re Learning Academy are indicated below:

Organization	No of Programmes	No of officers/ employees trained
In house programmes	25	225
National Insurance Academy, Pune	22	83
Insurance Institute of India	18	65
Other reputed organisations	30	165
Seminars/Conferences/ Summits	6	43
International Training Programmes conducted for cedant companies as part of marketing strategy	6	148
Foreign Trainings	7	15

In addition to the above following trainings were organized

1. Induction Training -

- 52 Direct Recruits through Insurance Institute of India (6 week duration covered both aspects of insurance as well as Reinsurance)

- Assignments on product design related to insurance were given to Direct Recruits.

- Medals were awarded to the best three product design

2. Specialized programme-4 day Advanced Excel programme conducted three times at Insurance Institute of India.

3. As a marketing strategy, 6 International training programme on various topics were imparted for our Overseas Associates of GIC Re. 6 specialised programmes were conducted in association with Insurance Institute of India in the financial year 2015-16 as a part of marketing strategy. The programmes conceptualized specifically for our participants from overseas cedant companies in Asian and African market.

- Reinsurance Management May, 2015

- Takaful Insurance July, 2015

- General Insurance- Fire, Project and Mega lines September, 2015

- General Insurance Liability November, 2015

- Reinsurance Management January, 2016

- Programme on Oil and Energy February, 2016

4. Mandatory Programme of "Prevention of Sexual Harassment at Workplace" conducted for women employees

5. Specialised Programme on "Subordinate Development & Coaching" was conceptualized to train the Middle Management Cadre (especially for Scale III & IV).

6. SAP related trainings conducted at E-learning Centre on various RI modules

Impact Study of Training Programme

The trainings were conducted for our officers/employees for enhancement of existing skills, updating the techniques in respective departments. The end result of such trainings is that these concerned personnel are better equipped to handle new challenges that arise in the growing business scenario. Trained officers do work better and more efficiently, have positive attitude. The resultant impact of Training is to improve drive, initiative and quality of work output of the employees/ officers. It indirectly makes them more committed to achieving goals and objectives of the Corporation.

OVERSEAS EXPANSION

INVESTMENT IN INSURANCE COMPANIES DOMESTIC OPERATIONS AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICIL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance Companies. The Company has not declared any dividend for the financial year 2015-16.

OVERSEAS OPERATIONS

GIC Re has 4 overseas offices viz; a Representative Office in Moscow and Branch Offices in London, Dubai and Malaysia.

- LONDON BRANCH (UK)

During the current financial year 2015-16, the Gross Premium written by the Branch was GBP 51.04 mn compared to GBP 43.83 mn last year and earned a profit of GBP 8.11 mn as against a profit of GBP 3.51 mn last year.

- DUBAI BRANCH (UAE)

During the current financial year 2015-16, the Gross Premium written by the Branch is AED 1,158.21 mn compared to AED 1,119.55 mn last year and incurred a loss of AED 223.95 mn as against a loss of AED 357.45 mn last year.

- MALAYSIA BRANCH

During the current financial year 2015-16, the Gross Premium written by the Branch was RM 483.98 mn compared to RM 447.08 mn and incurred a loss of RM 282.26 mn as against a loss of RM 138.85 mn.

- KENINDIA ASSURANCE CO. LTD., KENYA

The paid up share capital of the Company is Kshs 561 mn. The total shares held by GIC Re is 515,777 shares of Kshs 100 each as on 31.12.2015. The Corporations'' holding in the share capital of the Company is 9.19%.

Kenindia has declared a dividend of Kshs 10 per share for the year ended 31^st December, 2015.

- INDIA INTERNATIONAL INSURANCE PTE. LTD. SINGAPORE

Corporation holds 20% shares in India International Insurance Pte. Ltd., which has a share capital of S$ 50 million.

The total shareholding of GIC Re in the Company is 10 mn shares each of 1 S$.

The Directors have recommended a first & final dividend of 10 cents per share for the financial year 2015.

- ASIAN REINSURANCE CORPORATION, BANGKOK

The Corporation is holding 9.23% of the share capital as Associate Member of Asian Re in addition to holding 1.25 % of the share capital as its Regular Member on behalf of the Government of India. The Company has not declared any dividend for the year 2015.

- EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Corporation has 14.75% stake in the share capital of East Africa Reinsurance Company Ltd., an existing profit making reinsurance company in Kenya. The total shareholding of the Corporation is 191,777 shares of 1000 Kshs, as on 31^st March, 2016.

The Company has declared a dividend of 46.15 Kshs per share for the financial year ended 31^st December 2015.

- GIC Bhutan Re Ltd.

The maiden reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters. The venture began its operations in the name ''GIC Bhutan Re Ltd'' in December 2013.

The Corporation has a 26% stake in the Joint Venture and held 13,000,000 shares of value Nu 10 each as of 31^st December, 2015. The rest of the shareholding is divided between two Local Bhutanese promoters with 17% stake each and 40% shares are held by the public.

- GIC Re South Africa Ltd.

GIC Re South Africa Ltd is the Corporation''s first 100% owned subsidiary (Wholly owned subsidiary) operational since October 2014.

The Corporation held 5,750,000 shares of value ZAR 2 each, constituting 100% of GIC Re South Africa Ltd''s equity as of 31^st December, 2015.

- GIC Re, India, Corporate Member Limited

With the ambition of becoming a reputed Global reinsurer and enhance its global footprint, GIC Re wanted to expand into alternative markets such as Lloyd''s of London. GIC Re has plans to offer reinsurance capacity to Lloyd''s syndicates through quota share capital gearing treaties which Lloyd''s Syndicates arrange from non-Lloyd''s markets for capital efficiency. While offering quota share reinsurance to Lloyd''s syndicates, it becomes necessary to have own Corporate Membership at Lloyd''s as a capacity provider, which is established as a private limited company registered in the UK.

With this objective, GIC Re acquired an existing Corporate Member company namely I-CAT CCM TEN Ltd which was underwriting business on Syndicate 4242 with reinsurance support from GIC Re. The process of acquisition was completed in November 2013 when Lloyd''s granted consent for GIC of India to become the controller of ICAT CCM TEN Ltd and the name of the Corporate Member was changed to GIC Re, India, Corporate Member Ltd which was registered with Companies House in UK.

GIC Re, India, Corporate Member Ltd provided capacity to Syndicate 6119 in 2014 and Syndicates 6118 & 6119 in 2015. The premium underwritten is GBP 14.05 million in 2014 and GBP 18.47 million in 2015. The business underwritten by GIC Re, India, Corporate Member Ltd is fully reinsured with GIC Re.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY Domestic (India):

Following are details of three major losses which occurred during the month of April and May 2016:

Name of Insured	Cause of loss	Date of Loss	Cedent		GIC''s share of Gross loss ('' crs.)	GIC''s share of Net loss ('' crs.)
Biomax Fuels	Fire	26.04.2016	SBI General	104.53	42.95	42.95
Vedanta Ltd	Fire	27.05.2016	United India	93.00	40.13	40.13
Subros Ltd/Maruti Suzuki India Ltd.	Fire	29.05.2016	National Insurance/ Universal Sompo General Insurance	459.00	165.28	100.00*

* claim recoverable above '' 100 crs. from our Reinsurance Protection Programme

DECLARATION OF INDEPENDENT DIRECTORS

As per Section 149, the Corporation has received declaration of Independence from Mr. D R Mohnot,

Independent Director.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134 of Companies

Act 2013, the Directors confirm that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

2. Appropriate accounting policies have been selected and have been applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at the end of the financial year 2015-16 and of the profit or loss of the Corporation for the period :

4. The annual accounts have been prepared on a going concern basis.

5. Proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating.

GENERAL MEETINGS

Foreign :

There were three Major Foreign Events, in April & May 2016, details of which are as follows:

Name of the Event	Cause of loss	Date of Loss	Cedent	GIC''s share of Gross loss (USD mln.)	GIC''s share of Net loss (USD mln.)	GIC''s share of Gross loss (? crs.)	GIC''s share of Net loss (? crs.)
Sri Lanka Floods	Flood	May 2016	Various	6.43	6.43	43.10	43.10
Ecuador EQ	Earthquake	16.04.16	Various	3.55	3.55	23.74	23.74
Egypt Air	Crash	19.05.16	MISR/Arab Misr	2.76	2.76	18.50	18.50

The last three Annual General Meetings were held at the Registered Office of the Corporation at "Suraksha" 170, J. Tata Road, Churchgate, Mumbai-400 020 on the following dates:-

17^th July 2015 10^th September 2014 11^th July 2013

An Extra Ordinary General Meeting of the Corporation was also held at the Registered Office of the Corporation at "Suraksha" 170, J. Tata Road, Churchgate, Mumbai-400 020 on 4^th February, 2016.

BOARD MEETINGS

The number of Board meetings held during financial year 2015-16 of the Corporation were Seven (7) and these are as follows:

24^th April 2015 30^th May 2015 17^th July 2015 4^th September 2015 30^th November 2015 23^rd December 2015 18^th February 2016

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2014-15 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOK SABHA 11^th December 2015

RAJYA SABHA 15^th December 2015

ACKNOWLEDGEMENT

For and on behalf of the Board

Alice G. Vaidyan

Chairman-cum-Managing Director

Date : 29^th June, 2016

Place : Mumbai

Mar 31, 2015

RECTDR5'' REPORT

To the Members,

The Directors have pleasure in presenting the Forty third Annual Report on the working and affairs of the Corporation and the audited statements of account for the year ended 31st March, 2015.

FIN AN CIAL RESULTS:

The highlights of the financial results for the year under review are as under:

(Rs, in crore)

		2014-15	2013-14
1.	Gross Premium	15183.97	14680.12
2.	Net Premium	13857.01	13212.62
3.	Net Earned Premium	13558.25	13608.81
4.	Net Incurred Claims	11891.77 87.7%	12107.29 89.0%
5.	Net Commission	2784.25 20.5%	2448.99 18.0%
6.	Operating Expenses and Other Outgo less Other Income	217.87	-60.26
7.	Investment Income Apportioned to Revenue less expenses	3024.82	2568.80
8.	Premium Deficiency	58.46	0.00
9.	Total Profit/Loss (-) (3 7-4-5-6-8)	1630.71	1681.59
10. Interest, Dividends and Rents (gross)		1228.63	912.22
11. Other Income less Other Outgo		155.51	-34.27
12	Reserve for Doubtful Debts and Investment incl. Amortization of Investments Written off	187.62	256.10

	2014-15	2013-14
13. Profit before Tax (9 10 11-12)	2827.23	2303.43
14. Income-tax Deducted at Source and Provision for tax incl. deferred taxes	133.51	50.26
15. Profit after Tax (13-14)	2693.72	2253.17
16. Balance of Profit b/f from previous year	0.09	-906.09
17. Interim Dividend	-	118.25
18. Proposed Dividend	540.00	331.10
19. Dividend tax	109.93	76.37
20.Transferred to General Reserves	2043.80	821.28
21. Balance of Profit carried forward (15 16-17-18-19-20)	0.08	0.09

- (Net Earned Premium is arrived after adjustments for Reserve for Unexpired Risks)

- (Percentages relate to the net earned premium of the corresponding year)

- (Obligatory cessions form Domestic Insurance Companies reduced from 10% to 5% w.e.f. 01.04.13 wide IRDA/NL/RI/41/2012-13 date 03.03.13)

DIVIDEND

During the year, the Directors recommended Rs, 540.00 crore at the rate of 125.61% as the full and final dividend on date as against Rs, 449.35 crore at the rate of 104.5% in the previous year.

CAPITALAND FUNDS

Capital and Funds of the Corporation stood at Rs, 40037.40 crore as on 31st March, 2015 as against Rs, 37993.10 crore in the previous year, the details of which are given below:

(Rs, in crore)

	As on 31.03.2015	As on 31.03.2014
I Shareholdersâ Funds
Paid up Capital	430.00	430.00
General Reserve	12589.00	10545.20
Profit & Loss a/c	0.08	0.09
	13019.08	10975.29
II Policyholders Fund	27018.32	27024.51
Total Funds	40037.40	37993.10

Net worth (Shareholders Funds) for the last 5 years (Rs, in crore)

ASSETS

Total Assets of the Corporation wereRs, 78093.32 crore as on 31st March, 2015 as compared to Rs, 66991.86 crore as on 31st March, 2014.

CONSOLIDATED FINANCIAL STATEMENT

Provisions regarding Financial Statements are laid down under Section 129 of the new Companies Act, 2013. As per the provision of Section 129 (2) of the said Act, at every Annual General Meeting of a company, the Board of Directors of the company shall lay before such meeting financial statements for the financial year. Section 129 (3) of the Companies Act, 2013 provides that where a company has one or more subsidiaries, it shall, in addition to financial statements provided under subsection (2) of Section 129, prepare a consolidated financial statements of the company and of all the subsidiaries in the same form and manner as that of its own which shall also be laid before the Annual General Meeting of the company along with the laying of its financial statements under sub-section (2) of Section 129.

As per the above section, the Corporation was required to prepare financial statements as above.

Subsequently, Ministry of Corporate Affairs has notified an amendment to Companies (Accounts) Amendment Rules, 2014 vide notification dated 16 January 2015 wherein it is specified as under:

"Provided also that nothing in this rule shall apply in respect of consolidation of financial Statement by a company having subsidiary or subsidiaries incorporated outside India only for the financial year commencing on or after 1" April 2014."

Since the Corporation has subsidiaries outside India only (and does not have any Indian subsidiary), GIC Re is not required to prepare Consolidated Financial Statement of its Subsidiaries, Associates and Joint Ventures.

FINANCIAL RATING AND RANKING

A.M. Best Company has reaffirmed the Financial Strength Rating of A- (Excellent) and the issuer credit rating of "a-" to GIC Re. The outlook for both ratings is stable.

The rating reflects GIC Re''s solid risk-adjusted capitalization, consistently favorable investment results and its strong presence in the Indian and overseas reinsurance markets.

Credit Analysis & Research Limited (CARE)

Credit Analysis and Research Limited (CARE) has reaffirmed AAA (In) claim paying ability rating of GIC Re. The rating factors in, GIC Re''s good solvency position and adequate liquidity.

GIC Re''s Global Ranking

GIC Re is ranked 15th among international reinsurers by AM Best Company, based on Reinsurance Gross Premium Written in year 2013 and 17th by Standard & Poor based on Net Reinsurance Premium Written in year 2013

SOLVENCY RATIO

The Solvency Margin of the Corporation as on 31st March, 2015 stood at 3.04 as against 2.73 in the previous year.

INVESTMENTS

The book value of the investment of the corporation in India (representing investment, loans & deposits) amount to Rs, 30,694.38 crore as on 31.03.2015 as against Rs, 28,691.11 crore in the previous year. The Investment Income of Rs, 4,181.81 crore were apportioned to Policy Holder& Share Holder was as under:

(Rs, In Crore)

Apportioned to Policyholders	Rs, 2,974.52
Apportioned to Shareholders	Rs, 1,207.29

The mean yield on funds with profit of sale of investments stood at 14.08%. The net NPA% (Non performing Assets) was at 0.71%.

INSURANCE REGULATORY AND DEVELOPMENT AUTHORITY OF INDIA (IRDAI)

The Corporation being a Reinsurance Company, its working and functions, are governed by the Insurance Regulatory and Development Authority of India (IRDAI). The Corporation''s existing paid-up equity capital ofRs, 430 crore conforms to the specifications of the IRDAI. The Accounts of the Corporation are drawn up according to the stipulations prescribed in the IRDAI (Preparation of Financial Statements and Auditor''s Report), Regulations, 2002.

ENTERPRISE RISK MANAGEMENT

A robust ERM policy was adopted by GIC Re management in the beginning of 2013. The policy defines a 6 level Governance structure and also specifies the roles and responsibilities at each level. The ERM department is headed by the Chief Risk Officer (CRO) who reports to the Chairman cum Managing Director (CMD). ERM department carries out the following activities as part of its primary functions:- conducting an Annual Risk Management Workshop where the GIC Re top management analyses, identifies and re-calibrates the risks that matter most. They also propose a control/mitigation plan with timelines.

Department undertakes to analyse the risks and fix risk appetite and tolerance values are defined through Key Risk Indicators (KRIs). KRI thresholds are fixed as a range. KRIs assist an organization to assess areas of key importance and thereby monitor the progress made towards organizational goals. The department also conducts periodic review of the risk universe, control implementation and its effectiveness and also keeps the ERM Committees duly informed of serious developments and deviations.

As part of its allied activities, the ERM department conducts an Annual Fire Drill; periodically reviews the Business Continuity Plan to ensure smooth continuity of critical processes in case of an untoward event happening.

ERM department with support from the Information Technology Management Group (ITMG) is working on a project to implement a software solution based ERM system. The project is soon to conclude and ''Go-Live¹. The completion of this project will automate the process of recording the identified risks and their mitigation plans. Reporting will also be raised to a different level thereby bringing in better controls in Risk Management.

As directed by the Board, this year the ERM department undertook the exercise to document the Standard Operating Procedures (SOP) for its two key functions -Reinsurance and Investment and its related accounting activities through the services of a Consulting firm.

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORTING

The Corporation is having a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company''s website at the link: http://gicofindia.com/images/pdf/ CSR-Policy-with-amendment.pdf.

The CSR Reporting as per Section 135 of the Companies Act, 2013 given in Annexure I.

AUDITORS AND AUDIT REPORT STATUTORY AUDITORS

GBCA & Associates, Chartered Accountants and Manubhai & Shah, Chartered Accountants were appointed as joint Auditors to audit the accounts of the Corporation for the financial year 2014-15 by the Comptroller & Auditor General of India under Section 139 and section 143 of the Companies Act, 2013.

RECTDR5'' REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board has appointed M.M.CHAWLA AND ASSOCIATES, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2014-15.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Pursuant to Section 204 of the Companies Act, 2013, the Secretarial Audit Report of the Corporation is given in Annexure II.

EXTRACT OFANNUAL RETURN

Extract of Annual Return (Form MGT 9) of the Company is annexed herewith as Annexure III to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The operations and future prospects of the Corporation is dealt in the Management Discussion and Analysis Report which forms part of the Directors Report.

FOREIGN EXCHANGE EARNINGS & OUTGO AND OTHER INFORMATION

The particulars of Foreign Exchange earnings/outgo as required by the Companies (Accounts) Rule 2014 is given below:

i) Earnings Rs, 1816.19 crore

ii) Outgo Rs, 1975.69 crore

Expenses on (a) Entertainment (b) Foreign Tours and (c) Publicity and Advertisement amounted to Rs, 6,93,716.60, Rs, 4,53,00,229.27 and Rs, 4,88,47,258.04 respectively for the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

PERSONNEL ANDINDUSTRIAL RELATIONS I. STAFF POSITION AS ON 31.03.2015

Class I -	Officers	407
Class III -	Clerical Employees	90
Class IV -	Sub-Staff	24
TOTAL		521

Composition of Scheduled Castes and Scheduled Tribes in the employee Strength

Cadre	Total Employee Strength	Composition
		SC	%	ST	%
Officers	407	60	14.74	20	4.91
Clerical	90	23	25.56	11	12.22
Sub-Staff	24	5	20.83	1	4.17
Total	521	88	16.89	32	6.14

II. WELFARE OFSC/ST/OBC:

As per the National Policy on reservation for SC/ST & OBC, GIC Re has framed rules, which allow reservations and concessions/relaxation for SC/ST and OBC in recruitment and promotion wherever applicable. Special in-house training classes are conducted for SC/ST employees who are in the promotion zone in order to enable them to acquire knowledge so that they are able to give a better account of themselves in the written test. The Corporation also organizes pre-recruitment trainings through the Recruitment Agency for the SC/ST candidates who apply for the recruitment examination on All India Basis.

The Dr. Ambedkar Welfare Trust of GIC Re was established during the birth centenary year of Dr. B.R. Ambedkar. The trust implemented various Welfare Schemes for the benefit of SC/ST/OBC candidates.

DISCLOSURE UNDER THE SEXUAL HARASSEMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres within its office. The Company has in place a policy against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

IMPLEMENTATION OF OFFICIAL LANGUAGE POLICY OFTHE CENTRAL GOVERNMENT

For implementation of Official Language Policy of the Government, regular inspections of various departments of the Corporation were carried out by the officials of Official Language Department.

Four In-House workshops were organized and four meetings of Official Language Implementation Committee were conducted during the year.

In-house quarterly journal KSHITIJ was published regularly. It was also made available on Company''s website. During Hindi week celebrations, various competitions were held. The winners of these competitions were awarded prizes during a cultural programme.

CMD''s Shield was awarded to ITMG (Information Technology Management Group) and certificates were given to Human Resources Department and General Accounts Department as these departments were found to be the best performing Departments of the Corporation with regards to Official Language Implementation.

All Officers and employees are having working knowledge of Official Language and no one is remaining for Hindi (Language, Typing and Stenography) training in GIC Re.

Out of 521 personnel of GIC Re 79 are proficient in Hindi.

Akruti based UNICODE has been installed on the Computers and officers and employees are able to do their day to day work in Hindi also.

An inspection by Parliamentary Committee on Official Language was carried out on 7th January, 2015 and the performance of GIC Re found to be satisfactory.

VIGILANCE

The Vigilance Department of the Corporation is headed by a Chief Vigilance Officer in the rank of General Manager. The emphasis of the Vigilance Department is on preventive vigilance.

The Department also focuses on various systems improvement initiatives.

The focus of the Organization, in concurrence with CVC guidelines, is to take proactive steps to avoid a vigilancelike situation .Audit reports are studied and remarks made by Auditors are analysed. Surprise inspections are conducted periodically and lapses studied from a vigilance angle .Based on this, suggestions are advised for improvisation of systems and procedures of the Organization .The purpose of is to focus and accept vigilance as an organizational objective and create an atmosphere conducive to "Zero corruption" functioning, with role clarity and clear sense of direction. To improve vigilance administration, CVO and other officers also participate in the vigilance training programmes / workshops conducted by reputed organizations.

Periodical discussions are held with the officials of various departments/companies to ensure financial and office discipline and imbibe a culture of value and ethics in the organization.

INTERNAL AUDIT DEPARTMENT

To achieve the objective, the Internal Audit Department has utilized the services of professional audit firms. During the year 2014-15, M/s Kailash Chand Jain & Co. were appointed as Internal Auditors for Reinsurance Operations and M/s R. Devendra Kumar & Associates were appointed as Internal Auditors for Investment & Other Operations. To ensure independence of the Audit function and in line with the best corporate governance practices, the Internal Audit Department functions independently under the supervision of the Audit Committee of the Board, which reviews the performance of the Internal Audit Function and effectiveness controls laid down by the Corporation and compliance with the regulatory guidelines.

The Internal Audit team conducts audit of business transactions and reviews the prevalent systems. It presents its Internal Audit Report each month. The reports are placed before the Audit Committee of the Board for their consideration and directions. Internal Audit Department co-ordinates with all user departments, for compliance of Audit Observations. Six (6) meetings of the Audit Committee of the Board were held during the year 2014-15. Action Taken Reports were presented to the Audit Committee to report the status of progress on the implementation of the directions of the Committee.

During the year, emphasis was laid on core business activities and audit of Reinsurance underwriting operations, settlement of accounts & reconciliations were carried out. Other departments like Human Resources, IT, Communication, General Accounts, Office Services etc. were also covered during the year. Besides major expenditures incurred, both Revenue and Capital, having financial implications were also subjected to audit. Treaty acceptances, Cash Call settlements and Settlement of Accounts were audited on concurrent basis.

Audit of Investment Operations was conducted on concurrent basis. This covered the primary and secondary market transactions. In line with RBI directions, Subsidiary Government Ledger (SGL) for Central and State Government Securities were subjected to concurrent audit and confirmation of correctness of balances, and its reconciliation at the end of each month were sent to RBI. The same were also placed before the Audit Committee at its meetings.

The major contributions of the auditors during the year include appraising the management of the scope of improvement in cash call servicing, broker-wise and cedant-wise receivable management, reduction in inappropriate amounts, and streamlining of OSLR balances. The Audit function in the Corporation has brought about improvement in data quality, acceleration in claim processing, streamlining of process of accounts receivable management in the Reinsurance Operations. By critically appraising the Management of the Corporation of the various systems and processes, the Internal Audit Department facilitated to strengthen the overall governance mechanism.

RTI ACT, 2005

The Corporation has in place the stipulated structure to implement the RTI Act 2005, in the Organization. The setup is headed by General Manager designated as the Transparency Officer. A General Manager functions as the Appellate Authority, an Assistant General Manager is the Central Public Information Officer, while a Chief Manager discharges the duties of Assistant Public Information Officer under the provisions of the Act. The Corporate website www.gicofindia.com also hosts information as relevant to the Corporation, under the Act.

The Corporation in view of its core activity of reinsurance . business does not have much interaction with the public B at large and as such does not receive many applications under the Act. However due to GIC Re''s position as the erstwhile Holding Company, GIC Re continues to receive Applications from the customers/employees and exemployees of the four Public Sector Companies, under the RTI Act, 2005.

During the period under review (2014-15) the Corporation received forty-one Applications and three First Appeals under the RTI Act 2005. All the applications were duly replied and appeals were disposed of well within the stipulated time period.

INFORMATION TECHNOLOGY MANAGEMENT GROUP(ITMG)

Information Technology Management Group of the Corporation plays the role of an enabler for business strategies and change management. Following the completion of the functional upgrade of the core ERP system in the previous year, the SAP DMS integration project has been initiated this year for linking the documents stored in the Document Management system with their corresponding transaction in the core ERP system.

The corporate office of GIC Re has become Wi-Fi enabled during the year. Review of the security policy and IT Security Audit with the help of a CERT-IN certified auditor has been taken up during the year. DR drill of the SAP core applications was also carried out during the year.

INDIAN MOTOR THIRD PARTY INSURANCE POOL (IMTPIP):

As per the directive of IRDA, the IMTPIP, which was in operation since 01.04.2007, was dismantled effective from 31.03.2012 on clean cut basis. The final trench of liabilities for the Underwriting years 2010-11 and 201112 was settled between the Member Companies on 30.06.2014.

INDIAN MOTOR THIRD PARTY DECLINED RISK INSURANCE POOL(IMTPDRIP):

The IMTPDRIP has been in operation since 01.04.2012 and is in the 3rd year of operation.

The process of Annual clean cut settlement in respect of DR Pool liabilities for the year 2013-14 was completed @ 175%of Ultimate Loss Ratio (ULR).

During the year 2014-15, the total number of Member Companies remains unchanged at 21 and have ceded premium of Rs, 317 crore* (17% decrease over previous year) from 2.79 lakh policies (29% decrease over previous year).

^unaudited figures of Oriental for 2014-15 are considered.

TRAINING/HRD

Training is about enabling all individuals to successfully achieve future goals. The training department helps plan, design, deliver individual and organizational development. With this in mind different programmes were conducted with the aim to upgrade the skills of our personnel. It ensures that randomness is reduced and learning or behavioral change takes place in structured format.

In the year 2014-15 training was imparted to all levels of employees both internally and externally. Various programmes were conducted for the employees at GIC Re''s Learning Academy, National Insurance Academy, Pune and other Reputed Institutes. Many soft skilled programmes as well as technical based programmes were initiated.

The Summary of various programmes organized by NIA, other reputed organizations and GIC Re Learning Academy are indicated below:

Organization	No. of Programmes	No. of Officers/Employees trained
GIC Re Learning Academy	34	100%
NIA, Pune	24	102
III	6	20
Other reputed organization	46	103
Seminar/Conferences/Trainings in domestic locations and foreign countries	15	42

* A special programme week long for our underwriters was conducted in NIA, Pune in the month of September, 2014.

* A programme was conducted on Advance Xcel for some employees in GIC Re.

* A brief induction programme (15 days) conducted at Insurance Institute of India for the NIA recruits in April, 2015.

* 5 specialized programmes were held in the FY 2014-15 for the participants from cedant companies from the Asian and African countries as a part of our marketing strategy. Over 120 participants were trained in these programmes.

Reinsurance Management May 2014

Life Reinsurance July 2014

General Insurance- Fire, Project and Mega Lines September, 2014 General Insurance- Liability and Oil & Energy January 2015 Reinsurance- Professional Level February, 2015

* Because of SAP up gradation, we conducted the ESS (employee self-service) workshop for the entire batch of employees and officers wherein they trained how to use these modules for leave, IT declaration, time management. This was the first time we had covered all employees in all Scales.

* A practical training workshop was held for women employees on self-defense.

OVERSEAS EXPANSION

In terms of its vision "to be a leading global reinsurer and risk solution provider", Overseas Expansion through JV and M&A is high on the agenda in GIC Re''s growth plan.

During the previous year, ''GIC Bhutan Re Limited'', the maiden reinsurance company in Bhutan, a Joint Venture of GIC Re and local promoters of high repute was operational zed.

GIC Re has also offered to share its expertise and experience with other neighboring SAARC nations and offered support in different forms including capital contribution in fulfilling their plans of creating reinsurance set up. GIC Re has been actively participating in the "SAARC Insurance Regulators'' Forum" and offering technical advice and support to its activities.

GIC Re has acquired a composite reinsurance company in South Africa which has been fully operational zed as'' GIC Re South Africa Ltd'' during the year under review.

The plan of upgrading status to ''Admitted Reinsurer'' in Brazil is in an advance stage.

INVESTMENTS INSURANCE COMPANIES DOMESTIC OPERATIONS AGRICULTURE INSURANCE COMPANY OF INDIA LTD. (AICL)

The Corporation holds 35% equity of AICIL and NABARD holds 30% while the balance is held equally to the extent of 8.75% by the four public sector non-life insurance companies. The Company has declared dividend of 10% for the financial year 2014-15.

OVERSEAS OPERATIONS

GIC Re has 4 overseas offices Branch Offices in London, Dubai and Malaysia and a Representative Office in Moscow.

LONDON BRANCH (UK)

During the current financial year 2014-15, the Gross Premium written by the Branch was GBP 43.83 mn compared to GBP 43.91 mn last year and earned a profit of GBP 3.51 mn as against a loss of GBP 5.02 mn last year.

DUBAI BRANCH (UAE)

During the current financial year 2014-15, the Gross Premium written by the Branch is AED 1,119.55 mn compared to AED 1086.60 mn last year and incurred a loss of AED 357.45 mn as against a loss of AED 262.48 mn last year.

MALAYSIA BRANCH

During the current financial year 2014-15, the Gross Premium written by the Branch is RM 447.08 mn compared to RM 538.20 mn and incurred a loss of RM 138.85 mn asagainsta loss of RM 18.61 mn.

KENINDIA ASSURANCE C0.LTD., KENYA

The paid up share capital of the Company is Kshs 561 mn. The total shares held by GIC Re is 515,777 shares of Kshs 100 each as on 31.12.2014. The Corporations'' holding in the share capital of the Company is 9.19%.

Kenindia has not declared any dividend for the year ended 31st December, 2014.

INDIA INTERNATIONAL INSURANCE PTE. LTD. SINGAPORE

Corporation holds 20% shares in India International Insurance Pte. Ltd., which has a share capital of S$ 50 million.

The total shareholding of GIC Re in the Company is 10 mn shares each of 1 S$.

The Company has declared the dividend of 7.5% for the year ended 31st December, 2014.

ASIAN REINSURANCE CORPORATION, BANGKOK

EAST AFRICA REINSURANCE COMPANY LTD., KENYA

The Corporation has 14.75% stake in the share capital of East Africa Reinsurance Company Ltd., an existing profit making Reinsurance Company in Kenya. The total shareholding of the Corporation is 1,47,522 shares of 1000 kshs, as on 31st March, 2015.

The Company declared a dividend of 6% on the increased share capital for the year ended 31st December, 2014.

GIC Bhutan Re Ltd.

The maiden reinsurance company of Bhutan is a Joint Venture between the Corporation and local Bhutanese promoters. The venture began its operations in the name ''GIC Bhutan Re Ltd'' in December 2013.

The Corporation has a 26% stake in the Joint Venture and holds 13,000,000 shares of value Nu 10 each as of 31st December 2014. The rest of the shareholding is divided between two Local Bhutanese promoters with 17% stake each and 40% shareware held by the public.

GIC Re South Africa Ltd.

GIC Re South Africa Ltd is the Corporations first 100% owned subsidiary (Wholly owned subsidiary) operational since October 2014.

The Corporation holds 5,750,000 shares of value ZAR 2 each, constituting 100% of GIC Re South Africa Ltd''s equity as of 31st December 2014.

DECLARATION OFINDEPENDENT DIRECTORS

As per Sub-Section (6) of Section 149, the Corporation has received declaration of Independence from all the independent Directors, namely:

1. Mr. Sanjiv Kapoor

2. Dr. Sunil Gupta

3. Mr. B Chakrabarti

4. Mr. DR Mohnot

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134 of Companies Act 2013, the Directors confirm that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures:

2. Appropriate accounting policies have been selected and have been applied consistently and have made judgments an estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at the end of the financial year 2014-15 and of the profit or loss of the Corporation for the period:

4. The annual accounts have been prepared on a going concern basis.

5. Proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE CORPORATION

A major earthquake event occured in Nepal on 25 April 2015, which will have impact on GIC Re financials during the year 2015-16. The details thereof are as under:

Details	Amount in	Amount in
	$min.	Rs,crore
Maximum gross exposure
of GIC Re	140.00	870.00
Expected gross loss	50.00	310.00
GIC Re net exposure
to the CAT event	10.00	62.00

The remaining portion of the loss over and above USD 10 min (Rs, 62 crore) is recoverable from our reinsurance protection programme.

GENERAL MEETINGS

The last three Annual General Meetings were held at the Registered Office of the Corporation at Suraksha", 170, J. Tata Road, Churchgate, Mumbai - 400 020 on the following dates:

10th September 2014 11th July 2013 15th September 2012

BOARD MEETINGS

The number of Board meeting held during financial year 2014-15 of the Corporation were (5) they are as follows:

13th June 2014 18th June 2014 10th September 2014 27th November 2014 18th February 2015

SUBMISSION OF ACCOUNTS BEFORE PARLIAMENT

As confirmed by the Ministry of Finance, Insurance Division, the Annual Report of the Corporation for the year 2013-14 along with Directors Report were placed before both the Houses of Parliament under Section 394 of the Companies Act, 2013 as per details given below:

LOKSABHA 5th December 2014

RAJYASABHA. 9th December 2014

ACKNOWLEDGEMENT

For and on behalf of the Board

A K Roy

Chairman-cum-Managing Director

Date :30th May, 2015

Place: Mumbai

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