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 31st March 2023.

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

(' in Crore)

(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 3rd 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)

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

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

(Rs crore)

Note: As per the Regulatory norms, Shareholders' funds as on 31.03.2023 also include Foreign currency translation reserve.

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

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.

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.

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.

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

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

(Rs in Crore)

* 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).

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.

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.

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.

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.

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 Risk Management Committee through the Chairman cum Managing Director (CMD) and Management-level ERM committee.

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 31st 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.

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 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.

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 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.

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.

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.

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.

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.

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. 3rd June 2022 to 4th 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. 3rd June 2022 to 4th September 2022

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

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 31st 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.

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.

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

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

i) Earnings Rs. 3,037.37 Crore

ii) Outgo Rs. 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 Rs. 1,707,576.29, Rs. 1,41,10,683.73 and Rs. 6,04,09,143.34 respectively for the year under review.

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.

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.

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.

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 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.

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.

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.

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, 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.

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. Investment Risk Management System and Process Audit

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 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.

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 were placed before the Board and approved.

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.

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 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.

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 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 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.

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 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 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.

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 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.

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.

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.

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.

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 31st 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 31st December 2022.

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 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.

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 31st December 2022.

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 31st December 2022.

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.

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 31st 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 31st December 2022, as per RMA regulations.

GIC Re South Africa Ltd. is the Corporation's first 100% owned subsidiary (Wholly owned subsidiary) which started its commercial operations from 1st 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 31st March 2023.

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.

"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 31st December 2022 with a written premium of 82.45 million Rubles. The net incurred claim to earned premium ratio was 111.34%.

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

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

The Board of Directors of the Corporation as on 31st 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.

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.

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.

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.

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

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.

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.

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 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.

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 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 is as under:

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.

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.

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

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

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.

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 12th December 2022 RAJYA SABHA 13th December 2022

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 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 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.