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JOINT VENTURES IN INSURANCE INDUSTRY

CHAPTER:-1 INTRODUCTION OF INSURANCE


INTRODUCTION
The aim of all insurance is to compensate the owner against loss arising from a variety of risks, which he anticipates, to his life, property and business. Insurance is mainly of two types: life insurance and general insurance. General insurance means Fire, Marine and Miscellaneous insurance which includes insurance against burglary or theft, fidelity guarantee, insurance for employer s liability, and insurance of motor vehicles, livestock and crops. The Insurance !ct, "#$% and the General Insurance &usiness '(ationali)ation* !ct, "#$% govern Fire and Marine Insurance, while the Indian Marine Insurance !ct, "#+, governs marine insurance in our country. These laws contain provisions relating to the constitution, management and winding up of insurance companies and the conduct of insurance business of all types. !ll insurance business in India has been nationali)ed. ! -ontract of insurance is a contract by which one party undertakes to make good the loss of another, in consideration of a sum of money, on the happening of a specified event, e.g. fire, accident or death or any eventual direct or indirect losses within the limit of law. .aw recogni)es insurance as a system of sharing risk too great to be borne by
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JOINT VENTURES IN INSURANCE INDUSTRY

one individual. Insurance is a financial topic of paramount importance for every individual. Insurance is designed to protect the financial well/ being of you and your dependents in the case of une0pected loss. 1ome forms of insurance are re2uired by law, while others are optional. !greeing to the terms of an insurance policy creates a contract between you and the insurance company. In e0change for payments from you 'called premiums*, the insurance company agrees to pay you a sum of money upon the occurrence of a specific event. That event may be as mundane as a visit to the doctor or as serious as a car crash, depending on the type of insurance

DEFINITION
! promise of compensation for specific potential future losses in e0change for a periodic payment. Insurance is designed to protect the financial well/being of an individual, company or other entity in the case of une0pected loss. In e0change for payments from the insured 'called premiums*, the insurer agrees to pay the policy holder a sum of money upon the occurrence of a specific event. In most cases, the policy holder pays part of the loss 'called the deductible*, and the insurer pays the rest. Insurance can also be defined as:/Insurance is a provision for the distribution of risks3 that is to say, it is a financial provision against loss from unavoidable disasters. The protection which it affords takes the form of a guaranty to indemnify the insured if certain specified losses occur.
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JOINT VENTURES IN INSURANCE INDUSTRY

CHAPTER:-2 INSURANCE SECTOR IN INDIA


The insurance sector in India has become a full circle from being an open competitive market to nationali)ation and back to a liberali)ed market again. Tracing the developments in the Indian insurance sector reveals the ,+4/degree turn witnessed over a period of almost "#4 years. The business of life insurance in India in its e0isting form started in India in the year "5"5 with the establishment of the 6riental .ife Insurance -ompany in -alcutta.

MILESTONES IN THE LIFE INSURANCE BUSINESS IN INDIA ARE


"#"% / The Indian .ife !ssurance -ompanies !ct enacted as the first statute to regulate the life insurance business. "#%5 / The Indian Insurance -ompanies !ct enacted to enable the government to collect statistical information about both life and non/life insurance businesses. "#,5 / 7arlier legislation consolidated and amended to by the Insurance !ct with the ob8ective of protecting the interests of the insuring public.

JOINT VENTURES IN INSURANCE INDUSTRY

"#9+ / %:9 Indian and foreign insurers and provident societies taken over by the central government and nationali)ed. .Iformed by an !ct of ;arliament, vi). .I- !ct, "#9+, with a capital contribution of <s. 9 crore from the Government of India. The General insurance business in India, on the other hand, can trace its roots to the Triton Insurance -ompany .td., the first general insurance company established in the year "594 in -alcutta by the &ritish.

ROLE

OF

INSURANCE

REGULATORY

AND

DEVELOPMENT AUTHORITY
;assage of the Insurance <egulatory and =evelopment !uthority 'I<=!* !ct of "### set market liberali)ation in motion . The !ct represents the Indian government>s unanimous agreement, after years of deliberation, that opening the market to both Indian and foreign private companies could help the economy meet its growing insurance needs, spark the growth of rural areas, and promote India as a regional reinsurance hub. The specific provisions of the I<=! !ct were to repeal the GI- monopoly 'and that of India>s state/run life insurer, the .I-* and:/ 7stablish the Insurance <egulatory and =evelopment !uthority 'the I<=!* to oversee and regulate industry operations3 <edesignate the GI- as a national reinsurer to which all of the country>s direct insurers must cede %4 percent of their business3
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JOINT VENTURES IN INSURANCE INDUSTRY

.ift the ban on domestic private companies3

ESTABLISHMENT REGULATOR

OF

NEW

INDUSTRY

The I<=! is charged with regulating and overseeing the orderly growth of insurance and reinsurance business in India. This includes:/ protecting the interests of policyholders3 7stablishing guidelines for the operations of insurers, reinsures, and brokers3 specifying the code of conduct, 2ualifications, and training for insurance intermediaries and agents3 ;romoting efficiency in the conduct of insurance business3 regulating the investment of funds by insurance companies3 1pecifying the percentage of business to be written by insurers in rural sectors3 and ?andling disputes between insurers and insurance intermediaries.

OVERVIEW OF THE CURRENT INSURANCE


1ince "##", the Indian economy has been running under the mantra of @liberali)ation@. Insurance has always been a politically sensitive sub8ect in India. Aithin less than "4 years of independence, the Indian government nationali)ed the private .ife insurance companies in "#9+ to bring this vital sector under government control to raise much
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needed development funds. 1ince then, the state/owned insurance companies have grown into giant monolith, lumbering and often inefficient but the only choice.

CHAPTER:-3 PRIVATE INSURERS


IMPACT OF THE ENTRY OF PRIVATE INSURANCE
;rivate insurance companies have to date written a small percentage of business in this sector during the last three years, but they have ushered in a competitive environment that has accelerated market growth. 1tate/owned insurers still write the bulk of insurance business, and they have the net worth re2uired to underwrite large corporate risks without depending almost entirely on reinsurance support. ?owever, their focus on restructuring is beginning to put them at a disadvantage against private competitors. 6ver the ne0t few years, the share of the market held by the public insurers is e0pected to drop substantially, with private companies assuming a growing percentage of the business written. The Transformation of the General Insurance -ompany

DEVELOPING COMPANIES:-

OPPORTUNITIES

FOR

GLOBAL

JOINT VENTURES IN INSURANCE INDUSTRY

!s of !pril %44:, there were a total of ", private life and 5 private non/life companies operating in India. The four public sector insurers B (ational Insurance, (ew India !ssurance, 6riental Insurance, and Cnited India Insurance companies//are still strong and have a long track record. ?owever, private companies run by e0perienced Indian and foreign partners are building their customer base and over time will probably ac2uire a larger share of the market.

JOINT VENTURE IN THE INSURANCE SECTOR:In the race of globali)ation some countries have emerged as front runners and India is definitely one of them. -ompanies who want to be global players cannot afford to ignore India, be it for its huge market or growing middle class with an increasing purchasing power or for getting the 8obs done at cost/effective prices. 7ntry into any country or market place re2uires careful planning, procedures have to be complied with and India is no e0ception. The purpose of this presentation is to provide an overview of key considerations which must be borne in mind by investors while negotiating collaborative ventures including some suggestions on contractual clauses to be incorporated in the agreements Doint Eenture companies are the most preferred form of corporate entities for =oing &usiness in India. There are no separate laws for 8oint ventures in India. The companies incorporated in India, even with up to "44F foreign e2uity, are treated the same as domestic companies. ! Doint Eenture may be any of the business entities available in India.

JOINT VENTURES IN INSURANCE INDUSTRY

A TYPICAL JOINT VENTURE IS WHERE: Two parties, 'individuals or companies*, incorporate a company in India. &usiness of one party is transferred to the company and as consideration for such transfer3 shares are issued by the company and subscribed by that party. The other party subscribes for the shares in cash. The above two parties subscribe to the shares of the 8oint venture company in agreed proportion, in cash, and start a new business. ;romoter shareholder of an e0isting Indian company and a third party, whoGwhich may be individualGcompany, one of them non/ resident or both residents, collaborate to 8ointly carry on the business of that company and its shares are taken by the said third party through payment in cash.

APPROVALS RELATED TO THE JOINT VENTURE


!ll the 8oint ventures in India re2uire governmental approvals, if a foreign partner or an (<I or ;I6 partner is involved. The approval can be obtained from either from <&I or FI;&. In case, a 8oint venture is covered under automatic route, then the approval of <eserve bank of India is re2uired. In other special cases, not covered under the automatic route, a special approval of FI;& is re2uired. The Government has outlined ,$ high priority areas covering most of the industrial sectors. Investment proposals involving up to $:F foreign e2uity in these areas receive automatic approval within two
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weeks. !n application to the <eserve &ank of India is re2uired. ;lease see Foreign Investment in India / 1ector wise Guide for sector wise guidelines under automatic route. &esides the ,$ high priority areas, automatic approval is available for $:F foreign e2uity holdings setting up international trading companies engaged primarily in e0port activities. !pproval of foreign e2uity is not limited to $:F and to high priority industries. Greater than $:F of e2uity and areas outside the high priority list are open to investment, but government approval is re2uired. For these greater e2uity investments or for areas of investment outside of high priority an application in the form F- '1I!* has to be filed with the 1ecretariat for Industrial !pprovals. ! response is given within + weeks. Full foreign ownership '"44F e2uity* is readily allowed in power generation, coal washeries, electronics, 70port 6riented Cnit '76C* or a unit in one of the 70port ;rocessing Hones '@7;H s@*. For ma8or investment proposals or for those that do not fit within the e0isting policy parameters, there is the high/powered Foreign Investment ;romotion &oard '@FI;&@*. The FI;& is located in the office of the ;rime Minister and can provide single/window clearance to proposals in their totality without being restricted by any predetermined parameters. Foreign investment is also welcomed in many of infrastructure areas such as power, steel, coal washeries, lu0ury railways, and telecommunications. The entire hydrocarbon sector, including e0ploration, producing, refining and marketing of petroleum products has now been opened to foreign participation. The Government had
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recently allowed foreign investment up to 9"F in mining for commercial purposes and up to :#F in telecommunication sector. The government is also e0amining a proposal to do away with the stipulation that foreign e2uity should cover the foreign e0change needs for import of capital goods. In view of the country s improved balance of payments position, this re2uirement may be eliminated.

CHAPTER:-4 JOINT VENTURE AGREEMENT


1election of a good local partner is the key to the success of any 8oint venture. 6nce a partner is selected generally a Mem !"#$%m & U#$e!'("#$)#* or a Le((e! & I#(e#( is signed by the parties highlighting the basis of the future 8oint venture agreement. ! Memorandum of Cnderstanding and a Doint Eenture !greement must be signed after consulting lawyers well versed in international laws and multi/8urisdictional laws and procedures. &efore signing the 8oint venture agreement, the terms should be thoroughly discussed and negotiated to avoid any misunderstanding at a later stage. (egotiations re2uire an understanding of the cultural and legal background of the parties. &efore signing a J )#( Ve#(%!e A*!eeme#( the following must be properly addressed:/ =ispute resolution agreements !pplicable law.
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Force Ma8eure ?olding shares Transfer of shares &oard of =irectors General meeting. -76GM= Management -ommittee Important decisions with consent of partners =ividend policy Funding !ccess. -hange of control (on/-ompete -onfidentiality Indemnity !ssignment. &reak of deadlock Termination. The Doint Eenture agreement should be sub8ect to obtaining all necessary governmental approvals and licenses within specified period.

HOW TO DRAFT JOINT VENTURE AGREEMENTS AND CONTRACTS+


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JOINT VENTURES IN INSURANCE INDUSTRY

Generally a Memorandum of Cnderstanding or a .etter of Intent is signed by the parties highlighting the basis of the future 8oint venture agreement. ! good Doint Eenture agreement is one which provides a comprehensive road map of the duties and obligations of both the parties. It minimi)es complications when a dispute arises. ?owever, many a time>s people neglect to pay attention while drafting a Doint Eenture agreement. &efore finali)ing a Doint Eenture !greement, the terms should be thoroughly discussed and negotiated to avoid any misunderstanding at a later stage. (egotiations re2uire an understanding of the cultural and legal background of the parties. ! Memorandum of Cnderstanding and a Doint Eenture !greement must be signed after consulting lawyers well versed in international laws and multi/8urisdictional laws and procedures. &efore signing a Doint Eenture !greement the following must be properly addressed:/ !pplicable law. Force Ma8eure ?olding shares Transfer of shares &oard of =irectors General meeting. -76GM= Management -ommittee
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Important decisions with consent of partners =ividend policy Funding !ccess. -hange of control (on/-ompete -onfidentiality Indemnity !ssignment. &reak of deadlock Termination 1ecurity and confidentiality .egal compliance Fees and payment terms ;roprietary rights !uditing rights 7vents of =efaults and !ddressing =ispute <esolution Mechanism Time limits .ocation of !rbitration (umber of !rbitrators Interim measuresG;rovisional <emedies ;rivacy !greement
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(on/compete !greement -onfidentiality !greement <ules !pplicable !ppeal I 7nforcement &e aware of local peculiarities

THE ADVANTAGES AND DISADVANTAGES OF ENTERING A JOINT VENTURE


7ntering a 8oint venture is a comple0, and sometimes, time consuming process. !s any type business structure, it holds a good opportunity for anyone to grow and make money fast3 but 8ust like any other business type3 8oint venture also holds threat to anyone who wants to enter. =iscussed below are the advantages and disadvantages of entering a 8oint venture. ADVANTAGES OF ENTERING A JOINT VENTURE:/ !ccessing additional financial resources / !sset sharing is one of the best advantages about 8oint venture. 1ince, you are able to use larger funds to facilitate the production and operation of pro8ects

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JOINT VENTURES IN INSURANCE INDUSTRY

and products, you facilitate growth. In other words, you increase profit margin and increase your revenue potential. 1haring the economic risk with co/venturer / It pays to have someone sharing the responsibility with you in case you end up in deep troubles. This is also true with 8oint venture. 1ince you are sharing assets, the risk of losing a great deal of money is divided to both parties. Aidening economic scope fast &uilding reputation is often difficult, not to mention time consuming and e0pansive. !t a 8oint venture, you are able to widen your economic scope without spending too much money and waiting for a long time. Tapping newer methods, technology, and approach you do not have In order to grow and e0pand, you need resources in the forms of methods, technology, and approach. For that matter, it would help a lot if you will be able to partner with an entity that presently has the things you don>t and the things you need. Doint venture opens up the venue for such need. &uilding relationship with vital contacts !side from economic territory, another advantage of 8oint venture is thability to give you business relationships with vital contacts. This is 8ust like automatically befriending your partner>s influential friend that can give you access to lots of things such as business opportunities and a pass to vital information.
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DISADVANTAGES OF ENTERING A JOINT VENTURE:/ 1hared profit 1ince you share assets, you also share the profit. The profit of both parties usually depends on the si)e of the share to the venture or may be defined on the agreement. =iminished control over some important matters / 6perational control and decision making are sometimes compromised in 8oint ventures. 1ince there is an agreement that divides which one will take over a particular operation, the other may not be satisfied with how the things are worked out with another. This leads us to another disadvantage of a 8oint ventureJ Cndesired outcome of the 2uality of the product or pro8ect 1ince one party may not have control on the supervision of the production or the e0ecution of one part of the system, this can happen. This often leads to disputes and lawsuits. To avoid this, both parties agree on specific details about the whole operation process. Cncontrolled or unmonitored increase in the operating cost !gain, defined control over the operation may lead to this disadvantage. It is important therefore to make sure that all things are clarified on the paper before singing in the 8oint venture agreement. Making money by entering a 8oint venture is easy provided that you know e0actly what you are doing. Aith these advantages

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JOINT VENTURES IN INSURANCE INDUSTRY

and disadvantages presented, you are clearly aware of the things that await you.

SETTING UP A JOINT VENTURE IN INDIA


GUIDELINES FOR INVESTMENT IN INDIA In 8oint ventures, pick your business partner carefully <ecogni)e India as a diverse country3 different countries KTrust !(= verifyL ;rotect your I; recogni)e the need to play by Indian rules, but don>t surrender your 8udgment ?ire 2ualified advisors 'e.g., lawyer, consultant, accountant*

CHAPTER:-, TYPES OF JOINT VENTURE


1- TYPES OF JOINT VENTUREST.!ee m '( / mm # (01e' $e'/!)4e$ "' & 55 6'M!N Two parties, whoGwhich may be individuals or companies, one of them non resident or both residents, incorporate a company in India. &usiness of one party is transferred to the company and as
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& 2 )#( 3e#(%!e / m1"#)e' m"0 4e

JOINT VENTURES IN INSURANCE INDUSTRY

consideration for such transfer3 shares are issued by the company and subscribed by that party. The other party subscribes for the shares in cash. M&N !lternately, the above two parties subscribe to the shares of the 8oint venture company in agreed proportion, in cash, and start a new business. M-N ;romoter shareholder of an e0isting Indian company and a third party, whoGwhich may be individualGcompany, one of them non/ resident or both residents, collaborate to 8ointly carry on the business of that company and its shares are taken by the said third party through payment in cash.

%. INCORPORATION.
In case a new 8oint venture company has to be formed in India, the following are pertinent issues to decide: M!N Formalities O"P whether the 8oint venture company will be a public or a private limited company, O%P the place of <egistered 6ffice of the Doint venture -ompany, O,P propose a name of the 8oint venture company and check its availability from the <egistrar of -ompanies O<6-P where the registered office of the company is to be situated and the company is to be incorporated,

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O:P choose the subscribers to the Memorandum of !ssociation which will obviously include the partners to the 8oint venture and their nominees, O9P prepare the Memorandum and !rticles of !ssociation in consultation with the 8oint venture partners, get them printed and suitably stamped, and submitting the same with re2uired documents like statutory declaration uGs ,, of the -ompanies !ct "#9+ O!ctP and Form no."5 uGs ":+ of the !ct regarding address of the registered office, to <6- along with fees payable. O+P on receipt of certificate of incorporation, the new company may start business, OiP in case of private company, immediately. OiiP in case of public company ,after obtaining certificate of -ommencement of &usiness for which the company has to file with the <6- prospectusGstatement in lieu of prospectus, and the statutory declaration uGs ":# of the -ompanies !ct "#9+, duly stamped. M&N !rticles To avoid contradictions, the !rticles of !ssociation should contain the stipulations mentioned in the 8oint venture agreement and clearly delineate the rights and obligations of the partners. M-N (on resident partner In case one of the partners of the 8oint venture company is a non resident, approval of <eserve bank of India O<&IP will be re2uired for
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ac2uiring shares of the company and establishing place of business in India uGs "# and %# of Foreign 70change <egulation !ct "#$, OF7<!P. ?owever <&I has granted general permission vide its notification dated %+/:/"##,, as amended, uGs "#O"POdP and uGs %#O"P ObP of F7<! to a non resident Indian citi)en G person of Indian origin to subscribe to the memorandum and articles of association of a company for the purpose of incorporation in India. !nd such company is also permitted to issue shares to the non residents sub8ect to the condition that the total face value of shares is not to e0ceed <s "4,444G/, the company will not engage in the activity of agriculture G plantationGdealing in real estate other than its development and the company files a declaration with <&I within #4 days of its incorporation. Aith the on going liberali)ation more general permissions of <&I are e0pected. 3INTER-CORPORATE INVESTMENT U7S 382A OF

COMPANIES ACT. Ahere an Indian company MpartnerN ac2uires shares of the 8oint venture company which is e0ceeding +4F of its MIndian company>sN paid/up capital and free reserves or "44F of its free reserves, whichever is more, 1ection ,$%! will apply re2uiring prior &oard decision of the Indian company as well as special resolution of its shareholders. If a foreign company ac2uires the shares, this section will not be invoked as it applies only to a @company@ defined under section , O"P MiN of the !ct which does not take into account a foreign company. 4- APPROVALS
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The Doint Eenture agreement should be conditional upon obtaining all necessary approvalsG consentsG licenses Gpermissions of appropriate agencies of Government of India like <&IG1I! etc within specified period. If any of the approvals are not received, or received late, the agreement cannot be enforced and the 8oint venture cannot proceed on the basis of the !greement.

FEATURES OF JOINT VENTURE


SECTORAL CAPS:It is well known that the Indian government has imposed sectoral caps on Foreign =irect Investment 'F=I*. Therefore, a foreign investor can own shares in an Indian company only upto a specified ma0imum percentage, both under automatic route of investment 'without obtaining prior approval from the -entral Government accorded through Foreign Investment ;romotion &oard 'FI;&** or after securing a prior approval. For e0ample, in construction and development pro8ects "44 percent F=I is allowed under automatic route whereas in defense production only %+ percent F=I is permitted after securing a prior approval from FI;&.

E9UITY BASED VENTURES:Most of the 8oint ventures are e2uity based where the parties commonly contribute towards e2uity in cash. ?owever, e2uity shares can also be allotted for non/cash considerations. For e0ample, contribution made in kind may include assets or contribution in the form of technology whereby the amount due towards the payment of lump
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JOINT VENTURES IN INSURANCE INDUSTRY

sum and royalty fee may be converted into e2uity by the Indian company, who may issue shares to the foreign technology provider. Further, amount due towards repayment of loans raised from foreign institutionsGcompanies in the form of 70ternal -ommercial &orrowing '7-&* may also be converted into e2uity. CONSTITUTION OF BOARD OF DIRECTORS:In 8oint ventures, membership of the &oard of =irectors '&oard* of the DE- isnormally proportionate to the e2uity investment made by the parties. The &oard en8oys widevariety of powers under the !ct. =ecisions concerning the company can be effectively implemented or become binding against the company when they are routed through orratified by the board of directors3 be it matters relating to operation of bank accounts or contracts being e0ecuted by the company.=ecisions of the &oard are normally taken by simple ma8ority with an affirmative vote by the minority shareholders on certain specified matters. ?owever, in case of a 94:948oint ventures or where the 8oint venture partners have e2ual representation on the &oard, companies can confront deadlock situations on arriving at decisions by clear ma8ority. Further, in a 8oint venture where the foreign partner holds the ma8ority ownership, its common that they should nominate their personnel to the key position of the -76GManaging =irector 'M=*. ! -76GM= runs the day/to/day affairs of the company while the minority shareholder may appoint the -hairman of the company who also presides over the board meetings. In 8oint ventures where both parties hold 94:94 shares, appointment of key positions is a matter of negotiations and, normally, such a position
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JOINT VENTURES IN INSURANCE INDUSTRY

should be filled by someone who has local knowledge and the e0pertise to lead. OBLIGATIONS AND AGREEMENTS:<oles, rights and duties of the parties including e0it should be clearly identified and spelt in the shareholders agreement. It is important to agree the respective responsibilities and their duration in relation to the DE-. .iabilities of the parties for the action taken by them should be chalked out and unilateral decisions, which may bind the company or partner without prior consent of the other, should be e0cluded. Ahere a 8oint venture is created by virtue of an ac2uisition, proper indemnities should be secured in case of any unforeseen liabilities for past actions of Indian partner i.e. pending loans, litigations etc. This can be done by withholding part of the payment to bemade to the Indian partner towards purchase price. Failure of a 8oint venture is the last thing on the parties> minds at the outset of a new venture. Qet, it is important that this issue of Rwhat should happen if the relationship breakdown> is considered at an early stage. Ahile negotiating the e0it, the principal aspect to be considered is that it should be smooth, efficacious so as to enable both the parties to get on with their respective businesses. Ahat triggers an e0itS 1pecified events ranging from a change of control of one of the parties, or a material breach of the 8oint venture agreement, or the insolvency of a party can result in parting of ways. ;rovisions for e0it should be made where materially differing commercial views emerge. Thus, it is usual to document termination provisions in the 8oint venture agreement, setting out the conse2uences of a management or shareholder
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deadlock and the method of resolving or dealing with its occurrence. ;arties to a 8oint venture do not normally e0pect their partner to have the right or the ability to dispose its interest freely. (ormally, a party may have a right of first refusal to buy the shares or a veto on any transfer of shares or the identity of the transferee.

S me & (.e )m1 !("#( /5"%'e'71! 3)') #': 6.)/. %*.( ( 4e )#/5%$e$ )# (.e J )#( Ve#(%!e "*!eeme#(: "!e "' & 55 6':/
A; PARTIES:The foreign party, ordinarily known as the original party, may be the parent, holding or subsidiary company of the investing company.
B) APPROVALS:-

The Doint Eenture agreement is sub8ect to the <&I and FI;& policies. In additions, approvals and licenses in respect of ta0, registration, Etc

C; FINANCE:This clause lays down the manner in which finances are to be raised for the business. It prescribes the amount of initial investment and the contributions to be made by each of the parties, in respect of additional funds, etc.
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D; OBJECT:-

The ob8ects, scope, e0tent and the end product of the joint venture should be
specified.

E; SHAREHOLDINGS:This clause lays down the shareholding ratio between the parties in accordance with either the cash inputs or the assets brought in by them. It further states the class of shares to be issued and the rights attached thereto. ;rovisions relating to shareholders> meetings, voting rights, future issue of share capital, transfer of shares, etc., are also stated in this clause.
F; MANAGEMENT:-

The constitution of the board to directors, provisions relating to meetings and resolutions therefore form the ingredients of this clause. Terms and conditions for e0pansion of business, appointment and removal of the senior management and service agreements are all stated in thisclause. G; RESOLUTION OF DISPUTES:The terms of this clause are to ascertain when a dispute is deemed to arise and the manner of settlement. The disputes are generally resolved using means of alternate dispute resolution. ?owever, litigation

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may also be resorted to. The effects of such disputes on the DE shall be governed by the provisions of this clause.
?* -6(FI=7(TI!.ITQ:/

This clause is in the nature of prohibitory clause. It entails provisions for the preservation of the company>s secrets and strategic information.
I; TERMINATION OF AGREEMENT:-

The conditions and circumstances, which lead to the termination of the Doint Eenture agreement, such as, breach of agreement, insolvency, etc., are stated in this cl
lso #entioned here under. Further, a RForce de ma8eure> clause may be added to the above, which provides protection to parties to the agreement in case of any event beyond its control, which prevents it from performing its prescribed functions. use. !he conse"uences of such ter#in tion re

CHAPTER:-< INTERNATIONAL JOINT VENTURES


A TYPICAL INTERNATIONAL JOINT VENTURE IS BETWEEN: Two international parties, 'individuals or companies*, incorporate a company. &usiness of one party is transferred to the company
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and as consideration for such transfer3 shares are issued by the company and subscribed by that party. The other party subscribes for the shares in cash. The above two parties subscribe to the shares of the 8oint venture company in agreed proportion, in cash, and start a new business. ;romoter shareholder of an e0isting company and a third party, whoGwhich may be individualGcompany, one of them non/resident or both residents, collaborate to 8ointly carry on the business of that company and its shares are taken by the said third party through payment in cash. 1ome practical aspects of formation of international 8oint venture companies and the prere2uisites which the parties should take into account are enumerated herein after. In some countries 8oint ventures are a separate legal entity, whereas in others they cold any of the available corporate entities.

PITFALLS IN AN INTERNATIONAL JOINT VENTURE CONTRACTS


!ccording to a recent study: @Many organi)ations that are looking to establish global Doint Eenture contracts and agreements with foreign partners mistakenly believe that the terms and conditions are about the same as domestic contracts with in/country partners. Doint Eenture contracts structured with in/country partners will not work as templates for Global Doint Eenture without significant modification.@ The greatest risks for International Doint Eenture come from some emerging countries that are early entrants into Doint Eenture, or those
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that have limited governmental support, ineffective legal enforcement, immature infrastructure, limited or none0istent intellectual property protection or lack an understanding of foreign laws. The most important areas to protect through an international Doint Eenture agreement are security and confidentiality, legal compliance, fees and payment terms, proprietary rights, auditing rights and dispute resolution process. The legal systems in some countries might claim 8urisdiction over any agreement regardless of which system the agreement specifies, and that other legal systems might have little respect for intellectual property rights. Forming strategic alliances with Indian partners is one of the options through which a foreign investor can establish Indian operations. Doint ventures, green field or otherwise, in India generally take the form of public or private companies limited by shares. ;artnering with a local company has a distinct advantage of providing access to an understanding of local knowledge, and a domestic partner to address local business and cultural issues as well as access to an e0isting infrastructure. Qet, while negotiating a 8oint venture, deadlock and e0it options should be discussed between the parties and structured accordingly. 1ince litigation in India is lengthy and time consuming, risk management and preventive steps to reduce the likelihood of litigation should be addressed at the earliest. In the 1i0ties and 1eventies, the primary ob8ective of a 8oint venture was to bring new products to the closed Indian market. Through these 8oint ventures, we were able to offer domestically products that earlier had to be imported. The consumers benefited by the services that
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JOINT VENTURES IN INSURANCE INDUSTRY

came along with it, with the opening up of the Indian economy in early (ineties, there has been a change. International corporations can now sell directly their products in India through distribution arrangements and even putting up manufacturing facilities through their wholly/owned or ma8ority owned subsidiaries. In short, in the (ineties they could do many things that earlier they could only address through the 8oint ventures mechanism. From the point of view of international corporations investing in India, there are two primary ob8ectives. The first is to serve the large Indian market. The second ob8ective is to leverage on the low cost of production in India to obtain low cost product for their global re2uirements. 6f late, India is becoming an important global source and e0tremely competitive in many products. This is not only because of the low cost of raw material, but also due to a significantly low cost enterprise management with the availability of e0cellent manpower in different cadres like lawyers, chartered accountants, engineers, scientists and of course, the professionals from IIM.

REASONS FOR JOINT VENTURE


"9 DEs represent a strategy for a third party to gain enhanced andGor accelerated access to the insurance market. DEs may enable a party to achieve critical mass in the market 2uickly and avoid start up costs and new business strain. ?owever, DEs may re2uire a party to incur the cost of finder>s fees and other up front fees for consultancy and market feasibility studies and due diligence investigations, together with a
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JOINT VENTURES IN INSURANCE INDUSTRY

premium that may be payable to gain such enhanced andGor accelerated access. This is the area where parties typically have the most difficulty. Two parties who previously may have had no significant relationship with each other are e0pected to operate and develop a comple0, highly/ regulated and capital intensive business together.

GENERAL ISSUES:TRUST:The most fundamental re2uirements for a successful DE are that the two parties trust and are comfortable with each other. It is a matter for senior management of both parties to be closely involved in the decision/making process to develop a culture of trust. OBJECTIVES:The parties must have common ob8ectives for the DE and those ob8ectives must be understood by each other.

OTHER REASONS TO FORM A JV IN AN INDIAN CONTE=T ARE: TECHNOLOGY:Ahen partners have mutually rights over e0clusive technology, then DE forms an option to e0ploit the opportunity by combining these technologies. !lternatively, when a partner has identified a profitable market opportunity / but does not have the necessary technology, then a DE is an option to go. ?owever both parties need to have a good understanding to protect each others I;.
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JOINT VENTURES IN INSURANCE INDUSTRY

LOWER RIS> OF GEOGRAPHIC E=PANSION:! DE with a local partner is an ideal way to minimi)e risks of cross/border e0pansions. For foreign firms a DE with a local partner lowers risks via: ability to hire the best talent, knowledge of local markets, connections with local government, pre/e0isting distribution networks etc. GOVERNMENT REGULATIONS:In most emerging markets government rules and regulations prevent foreign players from establishing a wholly owned subsidiaries. For e0ample, Indian government laws prevent foreign retailers, insurance companies from entering India directly. The current regulations force these companies to form DE with local partners.

ACCESS TO CAPITAL:6ften times companies in emerging economies lack capital to e0pand. ! DE or an strategic investment will infuse capital to the local operations and make it more profitable. In an emerging economy / the local partner provides the distribution network, human capital and government links as its investment in the DE, while the foreign partner provides the capital and technology.

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JOINT VENTURES IN INSURANCE INDUSTRY

RE9UIREMENTS VENTURE
CAPITAL

FOR

SUCCESSFUL

JOINT

!n insurance company re2uires a substantial capital base to meet its capital re2uirement and its solvency margin. The parties must understand that the demands on capital will be particularly strong in the earlier years of the DE as the initial start/up costs will be absorbed before there is a significant flow of revenue. LONG TERM COMMITMENT?The parties must recogni)e the long/term nature of the commitment re2uired to participate in an insurance company. The start/up costs of an insurer are significant and it is unlikely that a new insurer will break even for a number of years.

MANAGEMENT:The party that brings the insurance and management e0pertise to the DE will need to be empowered to manage the insurance business of the DE without routinely needing to seek the approval of the non/ insurance partner. It is essential that those matters on which a unanimous decision of both parties is re2uired are clearly understood at the outset and that the individuals with the relevant e0pertise are left to make the
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JOINT VENTURES IN INSURANCE INDUSTRY

DE successful. -ommonly this is addressed in the DE or 1hareholders> !greement by providing that each party is entitled to appoint individuals to certain positions within the DE company, for e0ample for one party to appoint the chairman with responsibility for strategic matters and for the other party to appoint the general manager and chief financial officer with responsibility for day/to/day operations and finance. PARTNERSHIP:The parties to the DE should be comfortable with the structure of the DE -ompany and their shareholding in it. There are various shareholder ratios possible, ranging from:/ a 94:94 DE, which though apparently fair may be very difficult to manage as neither party will have a real lead in running the company and either party can block an ordinary resolution or, to put it another way, neither party can pass an ordinary resolution of the company without the support of the other a 9"::# DE, which makes clear to both parties who is the lead or strategic partner as that party can pass an ordinary resolution of the company, sub8ect only to the terms of the DE !greement re2uiring unanimity on specified issues a $9:%9 DE, where only limited management control will be given to the minority partner as it does not have an ability to block any

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JOINT VENTURES IN INSURANCE INDUSTRY

resolution and specifically a special resolution, of the company, and a "4F or less holding in the DE, where the minority partner>s interest will be entirely based upon the success or otherwise of the ma8ority partner>s strategy. These matters will be set out in the DE !greement, including provisions to enable or compel one party to sell or ac2uire a proportion of the shares in the DE company on various grounds to or from the other.

JOINT VENTURE AGREEMENT


The parties will need to enter into a DE !greement that deals with the shareholdings and management of the DE as well as the running of the DE>s business, the raising of capital, the transfer of shares, KdeadlockL 'where the parties cannot agree on a course of action* and termination of the venture. The deadlock provisions, particularly if they contain a K<ussian <ouletteL clause, may be the most controversial as they set out a mechanism whereby one party can be e0cluded from the DE in a predetermined manner at a given price in certain specified circumstances. It is also usual for the DE>s articles of association to be amended to reflect the terms of the DE !greement. CONTROLLERS

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7ach party to a DE may be a controller of the insurer and must be acceptable T (.e IA )# (."( /"1"/)(0: &oth parties and their respective e0ecutives must therefore be fit and proper to carry on the role they will play in the DE insurer !s a "9F shareholding represents control under the 6rdinance, a non/insurance partner with a relatively small stake in the DE may be surprised to find itself sub8ect to the rigours of a fit and proper investigation. REPUTATION AND GOOD NAME:&oth parties should have a good name in their home 8urisdictions and in their areas of business so that the DE can capitali)e on those names. The DE must be entitled to utili)e the names of both parties in developing its business and both parties should consider whether they are happy for this to happen. 6ften a trade mark license agreement in favor of the DE will be re2uired to enable the DE to use the names of the DE parties.

COMPETITION:It is not acceptable for either partner to compete with the DE and it is therefore essential that the 8urisdictions in which the DE will operate are not 8urisdictions in which the insurance partner already carries on
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business. -onversely, if the non/insurance partner has a retail or branch network within the country in which the DE will operate that may assist the DE to distribute its insurance products and to access potential customers COMMUNICATION AND CULTURE !fter the DE is established, it is still essential that the two partner>s continue to communicate effectively with each other. It is also important that the 8oint venture itself develops its own culture, hopefully bringing together the best features from each partner and best suited for the successful development and operation of the insurance DE in the places in which it carries on business

THE JOINT VENTURE AGREEMENT CHEC>LIST


<epeated reference has been made to the importance Doint Eenture !greements play in the formation and implementation of the 8oint venture. The Doint Eenture !greement legally creates the 8oint venture through the process of contract, and identifies the ma8or rights, duties, and obligations of the participants of the 8oint venture. THE JOINT AGREEMENT IDENTIFIES: the pro8ect or ob8ect of the 8oint venture3 the contribution, role and involvement of each co/venturer3
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JOINT VENTURES IN INSURANCE INDUSTRY

the terms or duration for which the 8oint venture will e0ist3 the provisions for management and performance of 8oint venture obligations3 and, !llocation of revenues and e0penses from the pro8ect. THE JOINT VENTURE AGREEMENT CHEC>LIST:

The date on which the agreement is established and e0ecuted. The


names, addresses, and identification of the parties, including the type of business of each member of the 8oint venture.

The name under which the 8oint venture will do business.


The principle place of business of the 8oint venture. If the purpose is to access a

The purpose of the 8oint venture.

specific pro8ect, a full description of that pro8ect is re2uired.

The terms of the 8oint venture: when and how the 8oint venture
is terminated3 and, how such items as guarantees, defects, and insurance will be handled after termination.

statement that the parties are actually co/ventures for the

pro8ect whether or not the contract is in the name of all members.

declaration that the organi)ation is a 8oint venture, not a

partnership.

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JOINT VENTURES IN INSURANCE INDUSTRY

The establishment of a fund by the parties to finance the work,


together with the amounts to be contributed by each party, with the fund being deposited in a special bank account under dual control and all progress payments and other revenues being deposited in such account.

clause providing that, if additional working capital is

re2uired, the parties will proportionally contribute additional funds, as needed and naming the penalty for failure to contribute.

! declaration of the participation of the parties and percentage


in which profits and losses are shared. Csually these percentages are proportional to the contributions to the working fund, but the amount of contribution of funds by parties can be increased or decreased depending on the contributions of e2uipment or e0pertise, which also must be considered.

;ayment

of any fee to the controlling co/venturer or sponsor

should be specified3 whether a share of the profits in e0cess of that contemplated is given to the controlling manager or a flat dollar sum is paid.

If e2uipment is involved, a specific clause should be inserted


especially where the parties contribute varying amounts of e2uipment.

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The

parties to the 8oint venture should agree to sign all

necessary documents relating to the contract, bank loans, bonds, indemnity agreements and the like.

-ontrol

management committee may be determined.

management committee may be established with provision for remuneration. !lternatively, one of the co/venturers should be designated as general manger of the pro8ect, with authority to bind the 8oint venture. ! provision to clearly define not only the management duties, but all other duties of the co/venturers and procedures to be followed in dealing with unusual situations or problems that may develop.

! regular meeting schedule should be considered. ! financial and periodic 8oint venture and
procedure should be implemented. progress reporting

7stablishment The

of a 8oint venture bank account, and the

appointment of a chartered accountant and lawyer. possibility of the death, bankruptcy, or insolvency of a

member must be handled.

The ac2uisition of e2uipment and materials by the 8oint venture


and the disposal of such e2uipment and material either by sale with the proceeds treated as ordinary revenues, or by distributing the funds to the co/venturers on a pro/rata basis.

;rovide for the ac2uisition of licenses in the name of the 8oint


venture or each co/venturer as re2uired.
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JOINT VENTURES IN INSURANCE INDUSTRY

1pecify the type of insurance carried by the 8oint venture and


clearly define the liabilities that are to be insured against by each participant.

=efine

items that are to be considered as costs to the 8oint

venture for the purpose of determining profit or loss and describe those items that are not reimbursable to members of the 8oint venture.

clause should be included respecting the confidentiality of

trade information passed between the co/venturers.

6wnership or retention of patents, technology, and consultant


reports should be addressed.

7stablish the performance security re2uirements of the pro8ect


and the bonding obligations of the co/ventures.

1tate

that undivided pro/rata interests are held by the co/

venturers on all assets of the 8oint venture.

<estriction
venture.

should be considered regarding assignment of co/

venturers undivided pro/rata interests in assets of the 8oint

Indemnification 1ubstitution or addition of co/venturers. ;ayout of funds. =isputes arbitration clause.


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Ainding up, final performance and financial statements for the


8oint venture.

(otice clause. The applicable 8urisdiction of the !greement should be stated.


The nature, si)e, and comple0ity of the pro8ect together with the sophistication of the parties will determine the detail in which the Doint Eenture !greement is prepared and aforementioned topics dealt with. This checklist is meant only as a guide to putting a Doint Eenture !greement together. The appropriate professional services, such as legal counsel should be sought out and utili)ed

TERMINATION OF JOINT VENTURE AGREEMENT


1urvival terms after the termination of the Doint Eenture agreement. The Doint Eenture agreement should be sub8ect to obtaining all necessary governmental approvals and licenses within specified period. 7very Doint Eenture agreement should be modified as applicable under different circumstances. 6ne brush should not paint all the painting. International Doint Eenture could be is a legal minefield and many companies are not aware of the problems it causes.

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JOINT VENTURES IN INSURANCE INDUSTRY

CHAPTER:-8 CASE STUDY


TATA AIG @CASE STUDY;
THE TATA GROUP

The Tata Group 'www.tata.com* is one of India s largest and most respected business conglomerates, with revenues in %44:/49 of T"$.5 billion '<s. $##,""5 million*, the e2uivalent of about %.5 per cent of the country s G=;. Tata companies together employ some %"9,444 people. The Group s ,% publicly listed enterprises / among them standout names such as Tata 1teel, Tata -onsultancy 1ervices, Tata Motors and Tata Tea / have a combined market capitali)ation that is the highest among Indian business houses in the private sector, and a shareholder base of over % million. The Tata Group has operations in more than :4 countries across
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JOINT VENTURES IN INSURANCE INDUSTRY

si0 continents, and its companies e0port products and services to ":4 nations

AIG

!merican International Group, Inc. '!IG*, world leaders in insurance and financial services, is the leading international insurance organi)ation with operations in more than ",4 countries and 8urisdictions. !IG companies serve commercial, institutional and individual customers through the most e0tensive worldwide property/ casualty and life insurance networks of any insurer. In addition, !IG companies are leading providers of retirement services, financial services and asset management around the world. !IG s common stock is listed on the (ew Qork 1tock 70change as well as the stock e0changes in .ondon, ;aris, 1wit)erland and Tokyo.

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JOINT VENTURES IN INSURANCE INDUSTRY

!merican International Group, Inc. '!IG*. Tata !IG .ife combines the Tata Group>s pre/eminent leadership position in India and !IG>s global presence as the world>s leading international insurance and financial services organi)ation. The Tata Group holds $: per cent stake in the insurance venture with !IG holding the balance %+ percent. Tata !IG .ife provides insurance solutions to individuals and corporate. Tata !IG .ife Insurance -ompany was licensed to operate in India on February "%, %44" and started operations on !pril ", %44"

ICICI PRUDENTIAL JOINT VENTURE

Ahen the government opened up the insurance industry to the private sector, I-I-I was 2uick to launch a life insurance company and a general insurance company. I-I-I ;rulife was launched as a 8oint venture with the reputed CU insurance firm ;rudential. ';rudential gained visibility in India as a sponsor of the -ricket Aorld -up "#5,, which India won // an event considered to be India>s greatest sporting moment.* I-I-I ;rulife has very 2uickly gone on to become India>s largest private life insurance company. !gain the success lay in aggressive marketing, smart advertising, omnipresence and 2uick e0pansion. I-I-I
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JOINT VENTURES IN INSURANCE INDUSTRY

also has a strong presence in the general insurance sector with I-I-I .ombard General Insurance -ompany .imited. ;rudential plc announced that I-I-I ;rudential .ife Insurance, its 8oint venture with I-I-I .td on %: (ov %444, has received a licence from the Insurance <egulatory and =evelopment !uthority 'I<=!* to commence life insurance in India. This 8oint venture brings together the local market e0pertise of I-I-I and ;rudential>s international life insurance e0perience to meet the savings and protection needs of the people of India. The new venture builds on the success of ;rudential I-I-I !sset Management which was launched in India in "##5 to provide mutual fund products. ;rudential I-I-I is now India s (o " private sector mutual funds company with "" funds and assets under management of <s.::.+ billion 'over V++4 million* at 1eptember %444 from its early days, I-I-I ;rudential seemed to have the wherewithal for a large/scale business. &y March ,", %44%, a little over a year since its launch, the company had issued "44,444 polices translating into a premium income of appro0imately <s. ",%44 million on a sum assured of over <s. %, billion.

Ahen the company began its operations, the need was to build a brand that was relatable to, symboli)ed trust and was easily recogni)ed
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and understood. It launched a corporate campaign using the theme of R1in door> to epitomi)e protection, trust, togetherness and all that is Indian3 endearing itself to the masses. The success of the campaign, Rthe calling card of the company>, saw the brand awareness scores almost at par with its :4 year old competitor. The theme of protection was also e0tended to subse2uent product and category specific campaigns B from child plans to retirement solutions B which highlight how the company will be with its customers at every step of life. From day one, the company has unflinchingly focused on being a mass/market player, developing products, creating a distribution network and deploying resources that would further its goal. !part from ramping up and thoroughly training its advisors, the company has twelve R&anc assurance> partners B the largest in the country. It swiftly revised and added to its initial range of products, pioneering market/linked products and pension plans, to offer customers the most fle0ible life insurance policies in the country. In February %44:, I-I-I ;rudential increased its capital base by <s. 944 million, its ninth capital hike, bringing the total paid/up e2uity capital to <s. +,$94 million. Aith the authori)ed capital of the company standing at <s. "% billion, I-I-I ;rudential continues to have the highest capital base amongst all life insurers in the country. The challenge I-I-I ;rudential now faces is to retain its top/notch position and continue to deliver the finest life insurance and pension solutions to its ever/growing customer base.
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JOINT VENTURES IN INSURANCE INDUSTRY

;roduct I-I-I ;rudential>s ultimate promise is financial security. ! strong brand certainly boosts sales, but without customer/friendly, innovative products, even the best brand would not last long. I-I-I ;rudential>s product range has been developed on the understanding that different people have their own sets of needs at various stages of their lives. It has thus built a fle0ible portfolio of products that can be customi)ed to cater to varying needs of people at each life stage, and thus ensure protection in every step of life. The company>s philosophy has been to help customers understand their financial needs and work closely with them to customi)e a product that would meet this need. !dvisors can offer a complete range of products / 1avings plans, -hild plans, Market/linked plans, ;rotection plans, <etirement plans, Investment plans and group plans and tailor a fle0ible solution to meet the customers> changing needs at every stage of life. In fact, I-I-I ;rudential was the first to un/bundle product benefits, pioneering the concept of Rriders> and soon after introduce comprehensive market/linked and retirement plans.

RECENT DEVELOPMENTS:In keeping with its belief that a happy customer is the best endorsement, I-I-I ;rudential has embraced the R1i0 1igma> approach to 2uality, an e0ercise that begins and ends with the customer B from capturing his voice to measuring and responding to his e0periences. This

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JOINT VENTURES IN INSURANCE INDUSTRY

initiative is currently helping the company improve processes, turnaround times and customer satisfaction levels. !nother novel introduction is the I-I-I ;rudential .ifestyle <ewards -lub, India s first rewards programme for .ife !dvisors3 it allows I-I-I ;rudential !dvisors to redeem points for items ranging from kitchenware to gold, white goods, and even international holidays.

ACHIEVEMENTS:&eginning operations in =ecember %444, I-I-I ;rudential>s success has been meteoric, becoming the number one private life insurer within months of launch. Today, it has one of the largest distribution networks amongst private life insurers in India, with branches in 9: cities. The total number of policies issued stands at more than $54,444 with a total sum assured in e0cess of <s. "+4 billion. I-I-I ;rudential closed the financial year ended March ,", %44: with a total received premium income of <s. #.# billion, up ",9F from last years total premium income of <s. :.%4 billion. (ew business premium income shows a "4+F growth at <s. $.9 billion, driven mainly by the company>s range of uni2ue unit/linked policies and pension plans. The company>s retail market share amongst private companies stood at ,+F, making it a clear leader in the segment.

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I-I-I ;rudential>s success is rooted in its philosophy to always offer the customer a choice. This has been the driving force behind its multi/channel distribution strategy, which includes advisors, banks, direct marketing and corporate agents. In fact, I-I-I ;rudential was the first life insurer to invest in multiple channels and offer the customer choice and access3 thus reducing dependency on any one channel. Aithin si0 months, the campaign rewarded I-I-I ;rudential with an increased share of %,F of the total pensions market and $5F amongst private players.

CLOSING THOUGHTS ON ICICI PRUDENTIAL JOINT VENTURE


-learly the brand is willing to 2uickly sei)e every opportunity that it sees. The moves into banking, life insurance and general insurance when the government opened up these sectors to private players shows that the brand owners truly believe that fortune favors the brave. &y investing heavily in advertising, marketing and infrastructure, I-I-I became the most dominant name in each of these sectors. This strategy helped them take an early lead in industries with immense potential. ?owever, this Kburn the candles at both the endsL pursuit of growth may not work for long. 1uddenly everywhere one looks there is an I-I-I presence in almost every segment of the finance market. The brand seems to be losing coherence and cohesiveness with the I-I-I name spread far and thin. 1ome people are getting worried at the huge
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JOINT VENTURES IN INSURANCE INDUSTRY

si)e of each of I-I-I>s plays and are scared that if this giant topples it will carry many with it. I-I-I needs to make sure that it does not fly too close to the sun. The brand can easily fall in its pursuit of its ambitions. ;erhaps consolidation would be a good idea for the brand to pursue for a while. This brand needs to tread cautiously to insure its own future or it may harm those who bank on it.

CHAPTER:-A CONCLUSION
Doint Eentures are becoming a popular means to enter Indian markets for global giants. ?owever, the risks of cross/border e0pansion are slightly lowered, but they still remain. To have a successful DE, both partners should have a good understanding of each other>s cultures, establish good work collaboration and work towards a common ob8ective. The risks of cultural integration still e0ist / often times management from both the sides often ignore the cultural integration issue assuming that they can take care of it / but cultural integration often falls between the cracks / and the DE ultimately fails. 6ne of the most popular strategies for entering international markets is through 8oint ventures / where the risks, costs, management, and success of the venture are shared by the partners. For international 8oint ventures, the entities are sub8ect to a multitude of regulations and
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JOINT VENTURES IN INSURANCE INDUSTRY

legal re2uirements, which must be fully understood by the parties involved. !dded to this are comple0 business considerations, which must be satisfied / often within the framework of a foreign culture and foreign practices. Finally, cultural and social difference also plays a large role in the success or failure of such ventures. Doint venture partnerships, where businesses come together to help achieve mutual goals, can be e0tremely effective for small enterprises hoping to compete in a crowded and competitive marketplace. They enable businesses to pool their resources, skills, e0pertise or finance to achieve results that would have been more difficult or impossible individually. Doint ventures can be long/term partnerships, when developing a new product for e0ample, or much shorter arrangements when entering a new market. 1mall businesses can team up with partners that have complementary skills or specialist knowledge to help e0ploit new opportunities or undertake fresh challenges. The frantic cross selling and up/selling of products and services is now becoming too strident and insistent for the general public>s comfort. The tall targets set across several products are probably weighing on the team and there is an unseemly haste in the speed of each transaction. Cneasy customers and investors are worried that the brand may have overe0tended itself. -asual in2uiry among ac2uaintances reveals a fear that the brand may collapse in the future because of the sheer volume of activities it is undertaking.
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JOINT VENTURES IN INSURANCE INDUSTRY

CHAPTER:-B BIBLIOGRAPHY

BIBLOGRAPHY
KDoint Eenture in Insurance &usinessL / Mr. 1atyandani Uhanna K.ife InsuranceL / Uenneth &lack, ?arold =. 1kipper. KI-/,, .IF7 I(1C<!(-7 '(ew 1yllabus*L / 1. &alachandran.

WEBLIOGRAPHY
www.google.com www.yahoo.com
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