Form2a Godigit NR
Form2a Godigit NR
Form2a Godigit NR
This is an abridged prospectus containing salient features of the red herring prospectus of Go Digit General Insurance Limited (the
“Company”) dated May 8, 2024 filed with the Registrar of Companies, Maharashtra at Pune (the “RHP” or “Red Herring Prospectus”).
You are encouraged to read greater details available in the RHP, which is available at https://www.sebi.gov.in/sebiweb/home/HomeAction.
do?doListing=yes&sid=3&ssid=15&smid=11. Unless otherwise specified all capitalized terms used herein and not specifically defined
(Please scan this QR Code to view the RHP) shall bear the same meaning as ascribed to them in the RHP.
THIS ABRIDGED PROSPECTUS CONSISTS OF FOUR PAGES OF BID CUM APPLICATION FORM ALONG WITH INSTRUCTIONS AND EIGHT PAGES
OF ABRIDGED PROSPECTUS. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL THE PAGES.
Please ensure that you have read the RHP (if in India), the preliminary international wrap dated May 8, 2024 together with the RHP (the “Preliminary Offering
Memorandum”) (if outside India), this abridged prospectus (“Abridged Prospectus”) and the general information document for investing in public issues
(“GID”) undertaken through the Book Building Process before applying in the Offer (as defined below). The investors are advised to retain a copy of the RHP/
Abridged Prospectus for their future reference. You may obtain a physical copy of the Bid cum Application Form and the RHP from the Stock Exchanges (defined
below), Syndicate Members (defined below), Registrar to the Offer, Registrar and Share Transfer Agents (“RTAs”), Collecting Depository Participants (“CDPs”),
Registered Brokers, Bankers to the Offer, Investors’Associations or Self Certified Syndicate Banks (“SCSBs”). You may also download the RHP from the
website of Securities and Exchange Board of India (“SEBI”) at www.sebi.gov.in, at the websites of National Stock Exchange of India Limited (“NSE”) and BSE
Limited (“BSE”, and together with NSE, the “Stock Exchanges”) at www.nseindia.com and www.bseindia.com, respectively, and the website of our Company at
https://www.godigit.com and Book Running Lead Managers at www.icicisecurities.com; www.morganstanley.com/india; www.axiscapital.co.in;
www.hdfcbank.com; www.iiflcap.com and www.nuvama.com.
Details regarding website address(es)/ The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone
link(s) from which the investor can number and e-mail address, is provided on the websites of Stock Exchanges at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.
obtain a list of RTAs, CDPs and stock aspx? and www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time. The list
brokers who can accept applications from of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact details,
investors, as applicable is provided on the websites of BSE at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time. For further details, see section
titled “Offer Procedure” beginning at page 612 of the Red Herring Prospectus.
PROMOTERS OF OUR COMPANY
Sr. Name Individual/ Experience and Educational Qualification /Corporate information
No. Corporate
1. Kamesh Goyal Individual Kamesh Goyal, aged 57 years is the Non-Executive Chairman of our Company and a nominee of GDISPL and has been a Director of our
Promoter Company since its incorporation. He holds a bachelor’s degree in science from the University of Delhi. He holds a bachelor’s degree in law
and master’s degree in business administration from the University of Delhi. He has several years of experience in the insurance industry
and has served as the chief executive officer of Bajaj Allianz General Insurance and Bajaj Allianz Life Insurance Company Limited. He is
also an associate of the Insurance Institute of India.
2. Go Digit Corporate Go Digit Infoworks Services Private Limited is a private limited company, incorporated on December 21, 2016, under the Companies Act,
Infoworks Promoter 2013. Its registered office is situated at 1 to 6 Floor, Ananta One, Pride Hotel Lane, Narveer Tanaji Wadi, City Survey No.1579, Shivajinagar,
Services Private Pune 411005, Maharashtra, India. The PAN of Go Digit Infoworks Services Private Limited is AACCO4197P. It is, inter alia, engaged in
Limited the business of development and consultancy services in all areas of information technology, and support services including information
technology support, facility management services, etc.
3. Oben Ventures Corporate Oben Ventures LLP is a limited liability partnership, which was originally incorporated as a private limited company, Oben Ventures Private
LLP Promoter Limited, on December 20, 2016, under the Companies Act, 2013. It was converted into a limited liability partnership on November 9,
2021 under the Limited Liability Partnership Act, 2008, with its registered office situated at FL 3 BL E Konark Campus SN 230/A1/1 to
6, Viman Nagar, Lohegaon Pune 411014, Maharashtra, India. Its LLP identification number is AAZ-3869. Oben Ventures LLP is engaged
in the business of consultancy services.
4. FAL Corporate FAL was incorporated on December 23, 2003 as a private limited company in Mauritius. Its registration number is 48869C1/GBL. The
Promoter principal business activity of FAL is investment holding.
For further information please see the section entitled “Our Promoters and Promoter Group” beginning on page 356 of the RHP.
BUSINESS OVERVIEW AND STRATEGY
Company Overview: We are one of the leading digital full stack insurance companies, leveraging our technology to power what we believe to be an innovative approach to product
design, distribution, and customer experience for non-life insurance products. Digital full stack insurance companies are licensed insurance operators or companies that have end-to-end
digital capabilities and a digital first approach across customers’ insurance value chain. According to the report titled “Indian Digital Insurance Market” dated April 29, 2024, issued
by RedSeer which has been exclusively commissioned and paid for by our Company in connection with the Offer (the “RedSeer Report”), in the nine months ended December 31,
2023 and Financial Year 2023, our Company catered for approximately 82.5% (equating to ₹66.80 billion) and 82.1% (equating to ₹72.43 billion), respectively, of the Gross Written
Premium (“GWP”) written by these digital full stack insurance players which, in addition to our company, includes Acko and Navi, making us the largest digital full stack insurance
player in India. According to the RedSeer Report, we were the fastest growing insurer among private non-life insurers by GWP from Financial Year 2022 to Financial Year 2023,
growing by approximately 37.5% over the period while the private non-life insurers (excluding standalone health insurers) overall grew by approximately 20.1% during the same period.
Product/ Service Offering: We offer motor insurance, health insurance, travel insurance, property insurance, marine insurance, liability insurance and other insurance products,
which the customer can customize to meet his or her needs. We launched 74 active products across all business lines. In the nine months ended December 31, 2023, our motor,
liability, property and engineering, health (excluding travel and personal accident), other (including mobile), personal accident and travel insurance products contributed to 61.1%,
1.7%, 11.4%, 14.9%, 7.0%, 3.6% and 0.3% of our GWP, respectively.
Geographies Served: As of December 31, 2023, we maintain a broad distribution footprint across 24 of the 36 states and union territories in India.
Key Performance Indicators:
As at the end and/or for the
Particulars Units Nine months ended Nine months ended Financial Financial Financial
December 31, 2023 December 31, 2022 Year 2023 Year 2022 Year 2021
# of Customers(1) millions 43.26 35.33 38.77 25.77 14.27
# of Policies Issued millions 8.46 7.71 10.63 7.76 5.56
GWP ₹ millions 66,796.78 52,883.94 72,429.85 52,676.33 32,433.88
Retention Ratio % 84.3 79.1 81.6 79.4 81.2
Total investment income ₹ millions 7,765.47 5,165.09 7,217.81 4,367.36 3,083.00
AUM ₹ millions 149,090.11 118,262.46 126,683.59 93,938.75 55,901.11
GDPI ₹ millions 59,705.31 45,345.07 61,600.79 46,739.41 24,176.20
Net Earned Premium ₹ millions 51,146.09 37,673.19 51,636.73 34,042.26 19,436.88
Net Written Premium ₹ millions 56,314.71 41,839.93 59,093.38 41,800.98 26,323.05
Available Solvency Margin ₹ millions 26,281.01 22,692.83 23,103.36 18,676.23 11,500.41
Required Solvency Margin ₹ millions 16,446.34 11,974.59 12,978.67 9,282.63 5,728.88
Yield on total investments(2) % 7.4 6.2 6.3 6.2 6.9
Loss ratio % 69.6 70.2 67.2 74.0 74.0
Expense Ratio % 14.4 36.6 37.8 34.8 32.8
Net Expense Ratio % 39.1 38.9 40.2 38.7 35.4
Combined ratio % 108.7 109.1 107.4 112.7 109.4
Solvency ratio times 1.60 1.90 1.78 2.01 2.01
Commission Ratio % 24.7 2.3 2.4 3.8 2.6
IBNR (Gross) ₹ millions 55,056.59 44,150.23 45,825.30 32,297.83 18,966.08
IBNR (Net) ₹ millions 50,412.19 39,547.78 41,136.02 29,310.30 17,121.33
(1)
Customers referred above is cumulative count of people since inception who were covered by at least one policy we underwrote during the respective period.
(2)
For the nine months ended December 31, 2023 and the nine months ended December 31, 2022, the yield on total investments is annualized by multiplying by 12 and dividing by 9.
6 GO DIGIT GENERAL INSURANCE LIMITED
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
Investors should refer for “Key Performance Metrics” and “Basis for the Offer Price - Key Performance Indicators (“KPIs”)” beginning on page 31 and 201,
respectively, of the RHP.
Industries Served: The current insurance lines in which we write and assume business include motor insurance, health insurance, property and engineering insurance,
travel insurance, personal accident insurance, liability insurance and other insurance.
Intellectual Property: Our Company does not own any registered trademarks in its own name. Pursuant to a deed of assignment dated May 21, 2018 and addendum
to deed of assignment dated May 22, 2018, our Company has assigned all rights, title and interest in 8 trademarks, including ‘GODIGIT’, ‘DIGIT’ (device mark)
and all goodwill associated therewith to Go Digit Infoworks Services Private Limited, one of our Promoters. Subsequently, pursuant to the brand licensing agreement
dated May 22, 2018 (“Brand Licensing Agreement”), and addendum (“Addendum”) dated March 3, 2020, to Brand Licensing Agreement, our Company has
been granted a royalty-free, non-exclusive, non-transferable license to use 20 trademarks in Go Digit Infoworks Services Private Limited’s corporate name, trade
name and trading style and logos for and in connection with the business of our Company. We use these Identified Trademarks licensed to us by way of the Brand
Licensing Agreement and the Addendum. For details, see “Our Business – Intellectual Property”, “History and Certain Corporate Matters – Other Agreements” and
“Government and other Approvals – Intellectual Property” on pages 290, 329 and 570, respectively, of the RHP.
Market Share: Our market share among the overall general insurers is estimated to be 3.0% in the nine months ended December 31, 2023, as compared to 2.7%
in the nine months ended December 31, 2022, in terms of total GWP from private and public general insurers, according to the RedSeer Report. Further, as of the
nine months ended December 31, 2023 and Financial Year 2023, we have achieved a market share of approximately 6.0% and 5.4%, respectively, in the motor
insurance segment which was one of the largest non-life insurance segment in India as of Financial Year 2023, according to the RedSeer Report.
Employee Strength: As of December 31, 2023 and March 31, 2023, we had 3,957 and 3,333 employees (excluding undergraduate trainees and contract staff),
respectively, all of whom were based in India. For further details, please see “Our Business - Employees” on page 283 of the RHP.
BOARD OF DIRECTORS
Sr. No. Name Designation Experience and Educational Qualification Other Directorships
1. Kamesh Goyal Non-Executive Kamesh Goyal has been a Director of our Company since its Indian Companies:
Chairman (Nominee incorporation. He holds a bachelor’s degree in science from the Public Companies: 1. Valueattics Reinsurance Limited#; and
of GDISPL) University of Delhi. He holds a bachelor’s degree in law and 2. Go Digit Life Insurance Limited.
master’s degree in business administration from the University
of Delhi. He has several years of experience in the insurance Private Company: 1. Go Digit Infoworks Services Private
industry and has served as the chief executive officer of Bajaj Limited
Allianz General Insurance and Bajaj Allianz Life Insurance Foreign Companies: Nil
Company Limited. He is also an associate of the Insurance
Institute of India.
2. Jasleen Kohli Managing Director She has attended the K J Somaiya Institute of Management Indian Companies: Nil
and Chief Executive Studies and Research for post graduate programme in management Foreign Companies: Nil
Officer studies. She has several years of experience in the insurance
industry and has served as the head - operations of Bajaj Allianz
General Insurance.
3. Chandran Non-Executive He holds a bachelor’s degree in technology (civil engineering) Indian Companies:
Ratnaswami Director (Nominee from the Indian Institute of Technology, Madras and a masters’ Public Companies:
of FAL) degree in business administration from the University of Toronto, 1. Bangalore International Airport Limited; 2. Chemplast
Canada. He is the chief executive officer and director of Fairfax Sanmar Limited; 3. IIFL Finance Limited (Formerly known as
India Holdings Corporation, a company listed on the Toronto IIFL Holdings Limited); 4. National Commodities Management
Stock Exchange, and a senior managing director of Hamblin Services Limited; 5. Quess Corp Limited; 6. Sanmar Engineering
Watsa Investment Counsel Ltd., a wholly owned investment Services Limited; and 7. Thomas Cook (India) Limited.
management company of Fairfax Financial Holdings Limited. He Private Companies: 1. Fairbridge Capital Private Limited; and
also serves on the boards of Fairbridge Capital Private Limited, 2. Go Digit Infoworks Services Private Limited.
Chemplast Sanmar Limited, IIFL Finance Limited, Bangalore Foreign Companies: 1. 11470370 Canada Inc.; 2. Fairbridge
International Airport Limited, National Commodities Management Capital (Mauritius) Limited; 3. Fairbridge Investments (Mauritius)
Services Limited, Thomas Cook (India) Limited, Quess Corp Limited; 4. Fairfirst Insurance Limited; 5. Fairfax Consulting
Limited, Thai Reinsurance Public Company Limited, Zoomer Services India Limited; 6. Fairfax India Holdings Corporation;
Media Limited and Fairfirst Insurance Limited. He has several 7. FAL; 8. FIH Mauritius Investments Ltd; 9. FIH Private
years of experience in investment sector. Investments Ltd; 10. H Investments Limited; 11. HW Private
Investments Limited; 12. HWIC Asia Fund; 13. I Investments
Limited; 14. Primary Real Estate Investments; 15. Zoomer
Media Limited; 16. Thai Reinsurance Public Company Limited;
17. ORE Holdings Limited; 18. 10955230 Canada Inc; and 19.
Chanvima Ltd.
4. Rajendra Beri Independent Director He holds a bachelor’s degree in arts (history honours) from Indian Companies:
the University of Delhi and a master’s degree in business Nil
administration from the Birla Institute of Technology & Science, Foreign Companies:
Pilani. He has several years of experience in general insurance
sector and presently he is a director in TransAfrica Assurance 1. TransAfrica Assurance Company Limited.
Co. Ltd. He has served as an insurance ombudsman for Delhi
and Rajasthan. He was the chairman-cum-managing director of
the New India Assurance Company Limited.
5. Vandana Gupta Independent Director She has a bachelor’s degree in medical sciences and surgery Indian Companies:
from Kanpur University and doctor of medicine degree from Nil
Bundelkhand University. She has several years of experience in Foreign Companies:
the medical field and has worked as a senior pathologist in a
private hospital since 2003. Nil
*To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC.
For further details in relation to the Objects of the Offer, see section titled “Objects of the offer” on page 193 of the RHP.
Proposed schedule of implementation and deployment of Net Proceeds:
The Net Proceeds are proposed to be deployed in Financial Year ended March 31, 2025 towards maintenance of our solvency ratio.
Our proposed deployment of the Net Proceeds has not been appraised and it is based on management estimates, current circumstances of our business and prevailing market
conditions, which may be subject to change. Our management will therefore have broad discretion to use the Net Proceeds. The deployment of funds described herein has
not been appraised by any bank or financial institution or any other independent agency. As stipulated in the proviso to Regulation 41(1) of the SEBI ICDR Regulations, we
are not required to appoint a monitoring agency for the use of the Net Proceeds and we do not intend to do so. There may be variations in the actual utilization of funds
earmarked for the purposes set forth above on account of various factors, such as financial and market conditions, competition, business and strategy, as well as interest/
exchange rate fluctuations owing to import of equipment and other external factors, which may not be within the control of our management. This may entail rescheduling
the proposed utilisation of the Net Proceeds and changing the allocation of funds from its planned allocation at the discretion of our management, subject to compliance
with applicable law. Our historical expenditure may not be reflective of our future expenditure plans. If the Net Proceeds are not utilized (in full or in part) for the Objects
of the Offer during the period stated above due to factors such as (i) economic and business conditions; (ii) the timing of completion of the Offer; (iii) market conditions
outside the control of our Company; and (iv) any other business and commercial considerations, the remaining Net Proceeds will be utilized (in full or in part) in subsequent
periods as may be determined by our Company, in accordance with applicable laws. For further details, see “Risk Factors – Internal Risks – 15. Our funding requirements
and the proposed deployment of Net Proceeds have not been appraised. While our Company intends to utilize the Net Proceeds towards the objects of the Offer, we may
use them in ways with which you do not agree and in ways that may not enhance our operating results or the price of our Equity Shares” on page 74 of the RHP.
Means of Finance: The fund requirements for the Objects are proposed to be entirely funded from the Net Proceeds. Accordingly, we confirm that there is no requirement
for us to make firm arrangements of finance through verifiable means towards 75% of the stated means of finance, excluding the amount to be raised from the Fresh Issue
and existing identifiable accruals as required under the SEBI ICDR Regulations.
In case of a shortfall in raising the requisite capital from the Net Proceeds or an increase in the total estimated cost of the Objects, business considerations may require
us to explore a range of options including utilising our internal accruals and seeking additional debt from future lenders. We believe that such alternate arrangements
would be available to fund any such shortfalls. Further, in case of variations in the actual utilisation of funds earmarked for the purpose set forth above, increased funding
requirements for a particular purpose may be financed by surplus funds, if any, available in respect of other purposes for which funds are being raised in the Fresh Issue.
Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilisation of issue proceeds of past public offers / rights issues, if any,
of our Company in the preceding 10 years: Not Applicable.
Terms of issuance of convertible security, if any: Not Applicable.
Name of Monitoring Agency: Not Applicable.
Shareholding Pattern as on the date of the RHP:
Category of shareholder Number of fully paid up Equity Shares held Shareholding as a % of total number of
shares (calculated as per SCRR, 1957)
Promoters & Promoter Group 729,658,886 83.31
Public 146,183,160 16.69
Total 875,842,046 100.00
Number/amount of equity shares proposed to be sold by selling shareholders: Up to 54,766,392 Equity Shares aggregating up to ₹ [●] million.
8 GO DIGIT GENERAL INSURANCE LIMITED
IN THE NATURE OF ABRIDGED PROSPECTUS - MEMORANDUM CONTAINING SALIENT FEATURES OF THE RED HERRING PROSPECTUS
Please refer below for details:
Name of the Selling Shareholder Type Number of Equity Shares of Face Value of ₹ 10 each Offered / Amount
Go Digit Infoworks Services Private Limited Promoter Selling Shareholder Up to 54,755,614 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] million
Nikita Mihir Vakharia, jointly with Mihir Atul Vakharia Other Selling Shareholder Up to 4,000 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] million
Nikunj Hirendra Shah, jointly with Sohag Hirendra Shah Other Selling Shareholder Up to 3,778 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] million
Subramaniam Vasudevan, jointly with Shanti Subramaniam Other Selling Shareholder Up to 3,000 Equity Shares of face value of ₹ 10 each aggregating up to ₹ [●] million
SUMMARY OF RESTATED FINANCIAL STATEMENTS
A summary of the financial information of our Company as per the Restated Financial Statements is as follows: (₹ million, except per share data)
Nine months Nine months Financial Year Financial Year Financial Year
Particulars ended ended ended ended ended
December 31, 2023 December 31, 2022 March 31, 2023 March 31, 2022 March 31, 2021
Equity share capital 8,747.00 8,738.75 8,740.18 8590.12 8,246.92
Net Worth (Refer Note: 1) 24,593.43 22,995.76 23,254.68 18,668.65 11,345.71
Total Income (Refer Note: 2) 58,911.89 42,840.58 58,857.01 38,409.65 22,519.88
-Policyholder 57,502.35 42,146.30 57,802.39 37,594.63 21,850.45
-Shareholder 1409.54 694.28 1054.62 815.02 669.43
Operating Profit/(Loss) for the period/year (101.22) (570.09) (662.75) (3,751.43) (1,854.92)
Restated Profit/(Loss) for the period/year 1290.17 100.21 355.47 (2,958.51) (1,227.64)
Operating Profit Ratio (Refer Note: 4) (0.2)% (1.5)% (1.3)% (11.0)% (9.5)%
Earnings per share of face value of ` 10 each attributable to equity holders
-Basic, computed on the basis of profit attributable to equity holders ` 1.48 0.12 0.41 (3.55) (1.50)
-Diluted, computed on the basis of profit attributable to equity holders ` 1.46 0.11 0.40 (3.55) (1.50)
Restated net asset value per Equity Share (Basic) ` (Refer Note: 3) 28.12 26.31 26.61 21.73 13.76
Restated net asset value per Equity Share (Diluted) ` (Refer Note: 3) 27.75 25.93 26.20 21.36 13.52
Total Borrowings 2000.00 - - - -
Notes: 1. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, and miscellaneous expenditure not written off but excludes Share application money pending allotment, ESOP outstanding reserve and fair value change account each as applicable
for the Company on a restated basis. 2. Total income = Premium earned (net) + Profit on sale of investments (net of losses) in revenue accounts + Interest, Dividend & Rent (Gross) in revenue accounts + Other income in
revenue accounts + Profit on sale of investments (net of losses) in Profit &Loss Account + Interest, Dividend & Rent (Gross) in Profit & Loss Account on restated basis. + Other Income in Profit & Loss Account (if any). 3.
Net asset value per share (in ₹) = Net worth at the end of the period/ year / Total number of equity shares outstanding as at the end of the period/ year. 4. Operating Profit Ratio = Operating profit / net premium earned.
For further details, please see section titled “Financial Information - Financial Statements” on page 365 of the RHP.
INTERNAL RISK FACTORS
Below mentioned risks are the top 5 risk factors as per the RHP. For further details, see ‘Risk Factors’ on page 41 of the RHP.
1. We have a track record of reporting losses and, we may not be able to maintain profitability in the future. Our limited operating history makes it difficult to accurately
evaluate our future business prospects.
2. Our loss reserves are based on estimates as to future claims liabilities and if they prove inadequate, it could lead to further increases in reserves and materially adversely
affect our results of operations.
3. We are required to meet the mandatory control level of solvency margin as prescribed under the Insurance Act and we could be subject to regulatory actions and could
be forced to stop transacting any new business or change our business strategy which can slow down our growth.
4. Catastrophic events, including natural disasters, terrorist attack or nuclear disaster, could materially increase our liabilities for claims by customers, result in losses in
our investment portfolios, and have a material adverse effect on our business, financial condition and results of operations.
5. There are outstanding legal proceedings involving our Company, our Promoters and our Directors, which may have a material impact on our Company. Certain Equity
Shares Allotted pursuant to this Offer, would be subject to lock-in, in terms of the IRDAI Registration and Allied Regulations, 2024, and would restrict ability of certain
investors to transfer the Equity Shares and may limit the trading market of our Equity Shares and adversely affect the price of the Equity Shares.
SUMMARY OF OUTSTANDING LITIGATION, CLAIMS AND REGULATORY ACTION
A. A summary of outstanding litigation proceedings involving our Company, Promoters, Directors and Group Companies as on the date of this Red Herring Prospectus as
disclosed in the section titled “Outstanding Litigation and Material Developments” in terms of the SEBI ICDR Regulations and the Materiality Policy is provided below:
Name of Entity Criminal Tax Proceedings Statutory or Disciplinary actions by SEBI Material civil Aggregate claim
Proceedings (direct and Regulatory or Stock Exchanges against litigation amount involved***
indirect tax) Proceedings our Promoters (₹ in million)
Company
By our Company 21 Nil Nil N/A Nil Nil
Against our Company 2 5(1) (2) (3) (4) (5) (6) * 10 N/A 8 2,346.42
Directors (excluding Kamesh Goyal, one of our Promoters)
By our Directors Nil Nil Nil N/A Nil Nil
Against our Directors 3# 1^ Nil N/A 4 582.60
Promoters
By our Promoters Nil Nil Nil N/A Nil Nil
Against our Promoters 1# 1^ Nil N/A Nil 0.09
Group Companies
By our Group Companies Nil Nil Nil Nil Nil Nil
Against our Group Companies Nil Nil Nil Nil Nil Nil
*To the extent quantifiable and interest and penalty as included in the order. # Excluding the criminal case filed by Mukesh Agarwal against the Company and its Directors. For further details, see “‘Outstanding Litigation and Material Developments –
Litigations against our Company – Criminal Proceedings’ on page 543 of the RHP. *** To the extent ascertainable.
^ Rajendra Beri had received a notice dated March 12, 2024 from the Income Tax Department under Section 133(6) of the Income Tax Act 1961 with respect to sale of land or building during the Financial Year 2020-21, requiring him to furnish the information
about the transaction on or before March 26, 2024. The said information was shared with the income tax department on March 20, 2024 and a response is awaited from income tax department. Hence the amount of demand has not yet been ascertained.
Section 14A of the Income Tax Act, 1961 was made to the extent of ₹ 12.73 million and losses to be carried forward recomputed in the final assessment order issued under Section 143(3), read with Section 144B, of Income Tax Act, 1961 and no tax demand
has been raised. Potential exposure considering the allowability of the losses for adjustments in the future financial years, at the tax rate of 25.168% (tax rate under Section 115BAA of the Income Tax Act, 1961) is ₹ 3.20 million. (3)Pending proceedings
do not include a matter where during the Financial Year 2021-22, GST authorities had initiated an industry-wide investigation on account of alleged ineligible input tax credit where claims are settled to insured and applicability of GST on salvage adjusted
on motor claims settled during the period from July 2017 to March 2022. The Company, in its Reply to Notice of Summon dated March 29, 2022, and additional summons received, had submitted requested details from time to time and appeared before tax
authorities to record statements and deposited ₹ 103.67 million under protest. The Company received a Show Cause Notice (“SCN”) on December 27, 2023 for ₹254.66 million and adjudication of SCN is pending. (4)Excludes a matter in which the Income
Tax Investigation Unit Mumbai has issued Summons under Section 131(1A) of the Income Tax Act. In compliance with the summons received, our Company has submitted requested details from time to time and appeared before tax authorities to record
statements. The investigation is ongoing and further response/communication from the Investigation Wing is awaited. (5)Excludes a matter in which Summons issued by DGGI Mumbai Zonal Unit under Section 70 of the CGST Act, 2017 to verify health/
group insurance policies issued to SEZ Unit and developers. In compliance with the summons received, the Company’s authorised representatives have submitted requested details from time to time and appeared before tax authorities to record statements.
The proceedings are ongoing. (6)Excludes a matter in which Summons issued by DGGI Bengaluru Zonal Unit under Section 70 of the CGST Act, 2017. A physical inspection was conducted by DGGI-BZU on December 27, 2023 in the Bengaluru office to
verify input tax credit (“ITC”) availed for specified parties in default. One such vendor of the Company was not in compliance with prevailing GST regulations; hence the tax department has put the onus on the Company to reverse the ITC already claimed
against invoices raised by such vendor under exceptional circumstances. The Company has paid ₹ 1.8 million for Financial Year 2022-2023 and ₹ 10.8 million for Financial Year 2021-2022 via DRC-03 under Section 73(5) of the Central Goods and Services
Tax Act, 2017. Further response/communication from the authorities is awaited.
For further details, see “Outstanding Litigation and Material Developments – Tax Proceedings – Material Tax Proceedings”, on page 566 of the RHP.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” on page 537 of the RHP.
B. Brief details of top 5 material outstanding litigation/legal proceedings initiated against our Company and amount involved:
Sr. Particulars Litigation filed Current Status Amount
no. by Involved
1. Vaishali Pankaj Shedge and others (the “Petitioners”) have filed a petition before the Motor Accident Claims Vaishali Pankaj The matter is currently 300,000,000
Tribunal at Thane under Section 166 of the Motor Vehicles Act, 1988 against Viraj Cement Carrier LLP and our Shedge and others pending before the Motor
Company (collectively, the “Respondents”) on account of the death of Pankaj Ramesh Shedge (“Deceased”) in Accident Claims Tribunal.
a motor vehicular accident. The Petitioners alleged that a vehicle insured with our Company was involved in a
motor vehicular accident that led to the death of the Deceased.
2. Sandhu Palwinderkaur Rajinder Singh and others (the “Applicants”) have filed a petition before the Motor Accident Sandhu The matter is currently 135,000,000
Claims Tribunal at Vadodara under Section 166 of the Motor Vehicles Act, 1988 against Kalpesh Bhai Bhupendra Palwinderkaur pending before the Motor
Bhai Brahmabhatta, Rahuldeep Amarjit Singh Sandhu and our Company (collectively, the “Respondents”) on Rajinder Singh Accident Claims Tribunal.
account of the death of Rajinder Singh Chanchal Singh Sandhu (“Deceased”) in a motor vehicular accident. and others
The Applicants alleged that a vehicle insured with our Company was involved in a motor vehicular accident
that led to the death of the Deceased.
3. Rina Amar Jariwala and others (collectively the “Applicants”) have filed a petition before the Motor Accident Rina Amar The matter is currently 60,000,000
Claims Tribunal, Mumbai, Maharashtra under Section 166 of the Motor Vehicle Act, 1988 against Bhupendra Jariwala and pending before the Motor
Singh Gurubachan Singh Bedi and our Company (collectively, the “Respondents”) on account of the death of a others Accident Claims Tribunal.
family member of the Applicants. The Applicants alleged that a vehicle insured with our Company was involved
in a motor vehicular accident that led to the death of the family member.
4. Riddhi Ratnangad Shaha and others (the “Petitioners”) have filed a petition before the Motor Accident Claims Riddhi Ratnangad The matter is currently 50,000,000
Tribunal at Pune under Section 166 of the Motor Vehicles Act, 1988 against the insured and our Company Shaha and others pending before the Motor
(collectively, the “Respondents”) on account of the death of Ratnangad Anil Shaha (“Deceased”) in a motor Accident Claims Tribunal.
vehicular accident. The Petitioners alleged that a vehicle insured with our Company was involved in a motor
vehicular accident that led to the death of the deceased.
5. Neha Darshan Rajpara and Nayana Chimanlal Rajpara (collectively, “Applicants”) have filed a petition before Neha Darshan The matter is currently 46,466,832
the Motor Accident Claims Tribunal, Palghar under Section 166 of Motor Vehicles Act, 1988 against Manauar Rajpara and pending before the Motor
Gayasuddin Miya, Mohammad Samad Shaikh and our Company (as the insurer of the truck) (collectively, Nayana Chimanlal Accident Claims Tribunal.
“Respondents”) to claim compensation for the death of Darshan Chimanlal Rajpara (“Deceased”) in a motor Rajpara
vehicular accident. The petition alleges that the driver of the truck recklessly, at high speed, attempted to
manoeuvre a turn and lost control and hit the Deceased, who was riding on his motorcycle. Our Company has
filed an application dated January 24, 2020, for inspection regarding the involvement of the insured vehicle and
the engine and chassis number mentioned in the insurance policy. Our Company claims that the motor vehicle
inspection report submitted by the police did not identify any engine number and the chassis number of the
said vehicle was overwritten.
C. Regulatory Action, if any - Disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any: NIL
D. Brief details of outstanding criminal proceedings against the Promoters: Bajaj Allianz General Insurance Company Limited’s customer Rajesh Sehgal had his claim repudiated due
to a pre-existing disease and aggrieved by this repudiation has filed a criminal complaint under Sections 420, 467, 468 and 471 of the IPC against Bajaj Allianz General Insurance
Company Limited (“BAGIC”) and among others, our Promoter and Chairman, Kamesh Goyal. In relation to this criminal proceeding, Kamesh Goyal (“Applicant”) has filed a criminal
miscellaneous application in the Allahabad High Court under Section 482 of the Code of Criminal Procedure against the State of Uttar Pradesh, Rajesh Sehgal and others (“the
Opposite Parties”) to quash the private criminal complaint filed by Rajesh Sehgal alleging the offence of forgery under Section 420, 467, 468 and 471 the IPC after the settlement
of health claim filed by Rajesh Sehgal. The Allahabad High Court has granted a stay order to the Applicant in this regard. The matter is currently pending.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” on page 537 of the RHP.
ANY OTHER IMPORTANT INFORMATION AS PER BRLM / COMPANY - NIL
DECLARATION BY OUR COMPANY
We hereby declare that all relevant provisions of the Companies Act, 2013, and the rules framed and guidelines/regulations issued by the Government of India or
the guidelines/regulations issued by the SEBI, established under Section 3 of the SEBI Act and IRDAI, established under Section 3 of the IRDA Act, 1999, as
the case may be, have been complied with and no statement made in the Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the
SCRA, the SCRR, the SEBI Act, the Insurance Act, 1938 or rules made or guidelines or regulations issued thereunder, as the case may be. I further certify that
all statements made in the Red Herring Prospectus are true and correct.
DECLARATION BY THE SELLING SHAREHOLDERS
Each of the Selling Shareholders, hereby confirm and declare that all statements, disclosures and undertakings made or confirmed by us in the Red Herring
Prospectus in relation to us, as one of the Selling Shareholders and our respective portion of the Offered Shares, are true and correct. We assume no responsibility
as a Selling Shareholder, for any other statements, disclosures and undertakings including, any of the statements and undertakings made or confirmed by or relating
to the Company or any other Selling Shareholder, or any other person(s) in the Red Herring Prospectus.
10 GO DIGIT GENERAL INSURANCE LIMITED