NOTICE FOR THE EXTRA-ORDINARY GENERAL MEETING · RESOLVED FURTHER THAT Mr. Anuj Gulati, Managing...

NOTICE FOR THE EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the Extra-Ordinary General Meeting of Religare Health

Insurance Company Limited will be held at shorter notice on Tuesday, November 06, 2018, at 10.30 a.m. at the Care Room, Vipul Tech Square, Tower C, 3rd floor, Sector- 43, Golf Course

Road, Gurugram- 122002, to transact the following businesses:

SPECIAL BUSINESS

ITEM NO. 1

TO INCREASE THE AUTHORIZED SHARE CAPITAL OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolutions as ORDINARY RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Sections 13, 61 and other applicable

provisions, if any, of the Companies Act, 2013 and as recommended by the Board, the consent

of the shareholders be and is hereby accorded to increase the Authorized Share Capital of the

Company from Rs. 800 Crores (Rupees Eight Hundred Crores only) divided into 80 Crores

(Eighty Crores) Equity Shares of Rs. 10/- each to Rs. 1300 Crores (Rupees Thirteen Hundred Crores only) divided into 130 Crores ( One Hundred and Thirty Crores) Equity Shares of Rs.

10/- each by creation of additional 500 Crores ( Five Hundred Crores) Equity Shares of Rs. 10/-

each.

RESOLVED FURTHER THAT the existing Clause V(a) of the Memorandum of Association of the

Company be and is hereby altered by substituting the following new Clause V(a):

The Authorized Share Capital of the Company is Rs. 13,00,00,00,000 (Rupees Thirteen Hundred

Crores only) divided into 130,00,00,000 (One Hundred and Thirty Crores) Equity Shares of Rs.

10/- (Rupees Ten) each.”

RESOLVED FURTHER THAT Mr. Anuj Gulati, Managing Director & CEO, Mr. Pankaj Gupta, Chief Financial Officer, Mr. Anoop Singh, Chief Compliance Officer and Mr. Pratik Kapoor, Company

Secretary of the Company be and are hereby severally authorized to sign, execute and file all such forms, papers and documents with the Registrar of Companies, NCT of Delhi & Haryana

and with other Statutory Authorities, as may be required and to do all such acts, deeds, things

and matters including appointing attorney(s) or authorized representative(s), as may be

considered necessary or expedient, to give effect to this Resolution.

RESOLVED FURTHER THAT a certified true copy(ies) of this Resolution be provided to all

concerned, as and when required, under the hand of a Director, Company Secretary or Manager - Secretarial of the Company.”

ITEM NO. 2

TO APPROVE THE RE-APPOINTMENT OF MR. SHAM LAL MOHAN AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolutions

as SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, of the Companies Act, 2013 (“the Act”) and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), IRDAI Corporate

Governance Guidelines and as recommended by the Board, the consent of shareholders be and

is hereby accorded for the reappointment of Mr. S. L. Mohan (whose tenure of the first term of

five years is going to expire on March 31, 2019) as a Non-Executive Independent Director of the

Company from April 01, 2019 to March 31, 2024 and being eligible, proposed himself for reappointment.

RESOLVED FURTHER THAT, Mr. Anuj Gulati, Managing Director & CEO, Mr. Pankaj Gupta, Chief

Financial Officer, Mr. Anoop Singh, Chief Compliance Officer and Mr. Pratik Kapoor, Company Secretary be and are hereby severally authorized to sign such documents/agreements/papers

relating to the aforesaid reappointment and to do all such acts and deeds and file all such forms,

returns, documents and letters with the appropriate authorities, as may be required to be done

or filed to give effect to the said Resolution.”

ITEM NO. 3

TO APPROVE THE RE-APPOINTMENT OF LT. GEN. (RETD.) SHAMSHER SINGH MEHTA AS

AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolutions as SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, of the Companies Act, 2013 (“the Act”) and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), IRDAI Corporate

Governance Guidelines and as recommended by the Board, the consent of shareholders be and

is hereby accorded for the reappointment of Lt. Gen. (Retd.) Shamsher Singh Mehta (whose

tenure of the first term of five years is going to expire on March 31, 2019) as a Non-Executive

Independent director of the Company from April 01, 2019 to March 31, 2024 and being eligible,

proposed himself for reappointment.

FURTHER RESOLVED THAT Mr. Anuj Gulati, Managing Director & CEO, Mr. Pankaj Gupta, Chief

Financial Officer, Mr. Anoop Singh, Chief Compliance Officer and Mr. Pratik Kapoor, Company Secretary of the Company be and are hereby severally authorized to decide and execute all

documents with respect to any of the aforesaid Re-appointment and to do all such acts, things

and deeds as may be required to pass this resolution”

ITEM NO. 4

REGULARIZATION OF THE APPOINTMENT OF MR. MALAY KUMAR SINHA ADDITIONAL

(NON-EXECUTIVE AND INDEPENDENT) DIRECTOR OF THE COMPANY AS NON-EXECUTIVE

INDEPENDENT DIRECTOR


as ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161, Schedule IV, IRDA Act, 1938, Corporate Governance Guidelines issued by the IRDAI and all other applicable provisions

of the Companies Act, 2013 and prescribed rules thereof and in terms of Articles of Association of the Company as recommended by the Board, the consent of Shareholders be and is hereby

accorded to appoint Mr. Malay Kumar Sinha as a Non-Executive Independent Director, not liable to retire by rotation and who shall hold office for a period of five years from the date of

appointment.


Financial Officer, Mr. Anoop Singh, Chief Compliance Officer and Mr. Pratik Kapoor, Company

Secretary be and are hereby severally authorized to sign such documents/agreements/papers

relating to the aforesaid appointment and to do all such acts and deeds and file all such forms,

returns, documents and letters with the appropriate authorities, as may be required to be done


ITEM NO. 5

REGULARIZATION OF THE APPOINTMENT OF MRS. ASHA NAIR ADDITIONAL (NON-

EXECUTIVE AND INDEPENDENT) DIRECTOR OF THE COMPANY AS NON-EXECUTIVE

INDEPENDENT DIRECTOR



“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161, Schedule IV, IRDA Act,

1938, Corporate Governance Guidelines issued by the IRDAI and all other applicable provisions of the Companies Act, 2013 and prescribed rules thereof and in terms of Articles of Association

of the Company and recommended by the Board, the consent of Shareholders be and is hereby accorded to appoint Mrs. Asha Nair as a Non-Executive Independent Director, not liable to retire

by rotation and who shall hold office for a period of five years from the date of appointment.


Financial Officer, Mr. Anoop Singh, Chief Compliance Officer and Mr. Pratik Kapoor, Company Secretary be and are hereby severally authorized to sign such documents/agreements/papers

relating to the aforesaid appointment and to do all such acts and deeds and file all such forms, returns, documents and letters with the appropriate authorities, as may be required to be done


ITEM NO. 6

TO APPROVE THE BORROWING LIMIT OF THE COMPANY



“RESOLVED THAT in accordance to the provisions of Section 180(1)(c) and all other applicable

provisions, if any, of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification or re-enactment thereof, for the

time being in force), IRDAI Act, 1938, Rules, Regulations, Guidelines and circulars as prescribed

by IRDAI and the articles of association of the Company and as recommended by the Board, the consent of the Shareholders be and is hereby accorded to the Company to borrow money in any

manner, from time to time, any sum or sums of money, at its discretion on such terms and conditions as the Board may deem fit, notwithstanding that the moneys to be borrowed by the

Company together with the moneys already borrowed (apart from temporary loans obtained from the Company’s bankers in the ordinary course of the business) from the financial

institutions, banks, company and/or from any person or persons, firms, bodies corporate or any

other Investor as identified by the Authorised Signatories, whether by way of issue of

debentures or any other subordinated debt in accordance to IRDAI Act, 1938, Insurance

Regulatory Development Authority of India(other forms of capital) Regulations, 2015, any

other Guidelines, notifications, circulars as prescribed by IRDAI from time to time amount of

money so borrowed by the Board and outstanding at any time shall not exceed the sum of Rs.

150 Crores (Rupees One Hundred and Fifty Crores only).

RESOLVED FURTHER THAT Mr. Anuj Gulati, Managing Director & CEO, Mr. Pankaj Gupta, Chief

Financial Officer, Mr. Anoop Singh, Chief Compliance Officer and Mr. Pratik Kapoor , Company

Secretary Authorized Signatories, be and are hereby severally authorized to identify the

Investor, negotiate, modify, finalise and sign the documents, including without limitation the

private placement offer letter, the subscription agreement, and any other ancillary documents,

in connection with the said borrowing by the Company and to do all such acts and things and to

execute all such documents as may be necessary for giving effect to the above resolution.

RESOLVED FURTHER THAT a certified true copy(ies) of this Resolution be provided to all

concerned, as and when required, under the hand of a Director, Company Secretary or Manager

- Secretarial of the Company.”

ITEM NO. 7

APPROVE ISSUE OF DEBENTURES



“RESOLVED THAT pursuant to provisions of Section 42 and Section 71 of the Companies Act,

2013, read with Section 179(3) and Rule 14 of the Companies (Prospectus and Allotment of

Securities) Rules, 2014 and all other applicable provisions of the Companies Act, 2013, if any (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force)

and as recommended by the Board, the consent of the Shareholders be and is hereby accorded for borrowing / raising funds by issue unsecured non-convertible Debentures(subordinated

debts) in accordance to IRDAI Act, 1938, Insurance Regulatory Development Authority of India(other forms of capital) Regulations, 2015, any other Guidelines, notifications , circulars as

prescribed by IRDAI from time to time by way of private placement to the Investors as identified by the Authorized Signatories, in one or more tranches during a period of one year

from the date of passing of this resolution within the overall borrowing limits of the Company of

Rs. 150 Crores (Rupees One Hundred and Fifty Crores) as approved by the members, on such

terms and conditions as may be mutually agreed by the Company and the Investor.

RESOLVED FURTHER THAT Mr. Anuj Gulati, Managing Director & CEO, Mr. Pankaj Gupta, Chief

Financial Officer, Mr. Anoop Singh, Chief Compliance Officer and Mr. Pratik Kapoor, Company Secretary Authorized Signatories, be and are hereby severally authorized to identify the

Investor, negotiate, modify, finalise and sign the documents, including without limitation the

private placement offer letter, the subscription agreement, and any other ancillary documents, in connection with the private placement by the Company and to do all such acts and things and

to execute all such documents as may be necessary for giving effect to the above resolution.

RESOLVED FURTHER THAT a certified true copy(ies) of this Resolution be provided to all concerned, as and when required, under the hand of a Director, Company Secretary or Manager

- Secretarial of the Company.”

ITEM NO. 8

TO APPROVE AMENDMENT NO. 2 TO RELIGARE HEALTH INSURANCE EMPLOYEE STOCK

OPTION SCHEME 2014



“RESOLVED THAT in supersession to the earlier resolution passed by the shareholders in their

meeting held on July 25, 2014, July 28, 2018 and pursuant to section 62(1)(b), prescribed rules

thereof and other applicable provisions of the Companies Act 2013, the Memorandum and Articles of

Association of the Company, SEBI (Shared Based Employee Benefits) Regulations, 2014, or any other

act, rules, regulations, guidelines, circulars thereof and as recommended by the Board, the consent of

the members be and is hereby accorded to vary the existing scheme Religare Health Insurance

Employee Stock Option Scheme 2014 (“RHICL Employee Scheme 2014”) through document titled as

“Amendment No. 2 to Religare Health Insurance Stock Option Scheme 2014” (“Amendment No. 2

Employee”) (RHICL Employee Scheme 2014 read with Amendment No. 2 Employee together is termed

as “Revised Scheme 2014”) and to create, offer, issue and grant/allot at any time in one or more

tranches for the benefit of or to such person being permanent employees or Directors of the

Company, employees of the holding company, subsidiary(s) and/or associate companies of the

Company, as may be decided by the Board or Nomination and Remuneration Committee, such

number of Options exercisable into not more than 12.5% (including options to be issued to the CEO of

the Company under Religare Health Insurance CEO Stock Option Scheme 2014 including any

amendments thereof,) of the issued capital (to be computed with reference to expanded capital on

fully diluted basis) excluding outstanding warrants and conversions and no. of options may vary from

time to time depending upon the issued capital of the Company with each such Option be exercisable

into one Equity share of a face value of Rs. 10 fully paid up subject to the payment of exercise price

and other terms.

RESOLVED FURTHER THAT Nomination & Remuneration Committee be and is hereby authorized to

decide such numbers of options to be granted under the “Revised Scheme 2014” and “Religare Health

Insurance CEO Stock Option Scheme 2014” including any amendments thereof, out of total aforesaid

limit of 12.5% of the issued capital (to be computed with reference to expanded capital on fully

diluted basis) of the Company.

RESOLVED FURTHER THAT Nomination and Remuneration Committee be and are hereby authorized

to make modifications, changes, variations, alterations or revisions in Revised Scheme 2014 or

termination thereof as it may deem fit, from time to time at its sole and absolute discretion in

conformity with the provisions of the Companies Act, 2013, SEBI (Shared Based Employee Benefits)

Regulations, 2014, the Memorandum and Articles of Association of the Company, and any other

applicable laws and in case of any contradiction between this resolution and the Revised Scheme

2014, the said resolution shall prevail and Nomination and Remuneration Committee is absolutely

authorized to make all the necessary modifications, changes, variations, alterations or revisions in the

Revised Scheme 2014.

RESOLVED FURTHER THAT Allotment Committee or any other Committee as decided by Board, be

and is hereby authorized to allot equity shares to the said ESOP holders, from time to time, and to do

all such acts, deeds, matters and things which may be deemed necessary, pertinent, desirable,

incidental in this regard, in accordance with the applicable statutory requirements.

RESLOVED FURTHER THAT Mr. Ashish Anand, Group Head-Human Resources, Religare Enterprises

Limited and Mr. Pratik Kapoor, Company Secretary of the Company and be and are hereby severally

authorized to sign, execute and file all such forms, returns, certificates, papers and documents as may

be considered necessary or expedient with the Ministry of Corporate Affairs, Insurance Regulatory

and Development Authority of India, Central Government or its delegated authority and to do all such

acts, deeds, things and matters including but not limited to represent the Company before any

authority and to appoint attorney(s) or authorized representative(s) to give effect to this Resolution.”

ITEM NO. 9

TO APPROVE AMENDMENT NO. 2 TO RELIGARE HEALTH INSURANCE CEO STOCK OPTION

SCHEME 2014



“RESOLVED THAT in supersession to earlier resolution passed by the shareholders in their meeting

held on July 25, 2014 passed and pursuant to section 62(1)(b), prescribed rules thereof and other

applicable provisions of the Companies Act 2013, the Memorandum and Articles of Association of the

Company, SEBI(Shared Based Employee Benefits) Regulations, 2014, or any other act, rules,

regulations, guidelines, circulars thereof, the consent of the members be and is hereby accorded to

vary the existing scheme “Religare Health Insurance CEO Stock Option Scheme 2014”(“ RHICL ESOP

CEO 2014”) through document titled as “Amendment No. 2 to Religare Health Insurance CEO Stock

Option Scheme 2014” (Amendment No. 2 CEO) (“RHICL ESOP CEO 2014 read with Amendment No. 2

CEO is termed as “Revised ESOP CEO 2014”) and to create, offer, issue and grant/allot at any time in

one or more tranches for the benefit to such person who is occupying the position of Chief Executive

Officer of the Company (CEO/ Option Grantee), as may be decided by the Board or Nomination and

Remuneration Committee, such number of Options exercisable into not more than 12.5% (including

options to be issued to the permanent employees of the Company and employees of the holding

company, subsidiary(s) and associate companies under Religare Health Insurance Employee Stock

Option Scheme 2014 including any amendments thereof) of the issued capital (to be computed with

reference to expanded capital on fully diluted basis) excluding outstanding warrants and conversions

and no. of options may vary from time to time depending upon the issued capital of the Company

with each such Option be exercisable into one Equity share of a face value of Rs. 10 fully paid up

subject to the payment of exercise price and other terms.

RESOLVED FURTHER THAT Nomination & Remuneration Committee be and is hereby authorized to

decide such numbers of options to be granted under the “Revised Scheme 2014” and “Religare Health

Insurance CEO Stock Option Scheme 2014” including any amendments thereof, out of total aforesaid

limit of 12.5% of the issued capital (to be computed with reference to expanded capital on fully

diluted basis) of the Company.

RESOLVED FURTHER THAT Nomination and Remuneration Committee be and are hereby authorized

to make modifications, changes, variations, alterations or revisions in Revised ESOP CEO 2014 or

termination thereof as it may deem fit, from time to time at its sole and absolute discretion in

conformity with the provisions of the Companies Act, 2013, SEBI (Shared Based Employee Benefits)

Regulations, 2014, the Memorandum and Articles of Association of the Company, and any other

applicable laws and in case of any contradiction between this resolution and the Revised ESOP CEO

2014, the said resolution shall prevail and Nomination and Remuneration Committee is absolutely

authorized to make all the necessary modifications, changes, variations, alterations or revisions in the

Revised ESOP CEO 2014.

RESOLVED FURTHER THAT Allotment Committee or any other Committee as decided by Board, be

and is hereby authorized to allot equity shares to the said ESOP holders, from time to time, and to do

all such acts, deeds, matters and things which may be deemed necessary, pertinent, desirable,

incidental in this regard, in accordance with the applicable statutory requirements.

RESLOVED FURTHER THAT Mr. Ashish Anand, Group Head-Human Resources, Religare Enterprises

Limited and Mr. Pratik Kapoor, Company Secretary of the Company and be and are hereby severally

authorized to sign, execute and file all such forms, returns, certificates, papers and documents as may

be considered necessary or expedient with the Ministry of Corporate Affairs, Insurance Regulatory

and Development Authority of India, Central Government or its delegated authority and to do all such

acts, deeds, things and matters including but not limited to represent the Company before any

authority and to appoint attorney(s) or authorized representative(s) to give effect to this Resolution.”

BY ORDER OF THE BOARD OF DIRECTORS

Place: Gurugram Pratik Kapoor

Date: November 02, 2018 Company Secretary

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF

HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE

INSTRUMENT APPOINTING THE PROXY SHOULD, HOWEVER, BE DEPOSITED AT THE

REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS

BEFORE THE COMMENCEMENT OF THE MEETING.

2. During the period beginning 24 hours before the time fixed for the commencement of

the meeting and ending with the conclusion of the meeting, a member would be

entitled to inspect the proxies lodged at any time during the business hours of the

Company, provided that not less than three days of notice in writing is given to the

Company.

3. Explanatory Statement in respect of Special Business, as required under Section 102 of

the Companies Act, 2013, is annexed hereto.

4. Corporate Members intending to send their Authorized Representative to attend the

Meeting are requested to send a duly certified copy of the Board Resolution authorizing

their representative to attend and vote at the Annual General Meeting.

5. Members / Proxies should fill in the attendance slip for attending the Meeting. Proxies

form as prescribed under the Companies Act, 2013 is enclosed.

6. The Register of Directors’ Shareholding will be available for inspection at the meeting.

7. The documents referred to in the proposed resolutions are available for inspection at

the Registered Office of the Company during working hours between 10:00 A.M. to 1:00

P.M. except on holidays, upto the date of the Extra-Ordinary General Meeting.




EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT,

2013

Item No. 1

The members are requested to note that currently, the Authorized Paid up Capital of the

Company is Rs. 800 Crores.

However, considering the budgetary losses and expansion plan of the Company, the additional

capital is required to be raised.

Accordingly, it is proposed to increase the Authorized Share Capital of the Company from

present Rs. 800 Crores to Rs. 1300 Crores or such other amount as may be considered

appropriate.

The Board accordingly recommends the Ordinary resolution set out at Item No. 1 of the

accompanying Notice for the approval of the Members.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or

interested in the proposed resolution.

Item No. 2

The members are requested to note that Mr. S. L. Mohan was appointed as Independent Directors w.e.f. April 01, 2014 on the Board of the Company pursuant to the provisions of

Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV of the Act and his tenure as an Independent Director of the

Company will expire on March 31, 2019 (“first term” in line with the explanation to Sections

149(10) and 149(11) of the Act).

The Nomination and Remuneration Committee on the basis of the report of performance evaluation of Independent Directors, recommended the reappointment of Mr. S. L. Mohan as an

Independent Director for a second term of 5 (five) consecutive years on the Board of the Company from April 01, 2019 to March 31, 2018.

The Board based on the performance evaluation of the Independent Director and as per the

recommendation of the Nomination and Remuneration Committee and in accordance to the Policy, considers that, given his background and experience and contributions made by him

during his tenure, the continued association of Mr. S. L. Mohan would be beneficial to the

Company and it is desirable to continue to avail his services as an Independent Director.

Performance Evaluation Report of Mr. S.L. Mohan is as follows:

S.No. Assessment Criteria 2017-2018

1 Knowledge of Key areas • Total Directors who gave

rating as 5- 3 Directors 2 Diligence and Preparedness

3 Effective Interaction with others

4 Constructive contribution to Discussion and

Strategy

• Rating ‘5’ – 3 Directors

5 Concern for stakeholders

6 Concern for working of internal controls

Comments, if any The domain expertise is deeply valued.

Also, very supportive for the business.

5= Outstanding exceptional contribution

4= Above Expectation 3= Satisfactory

2= Some improvement required

1=Unsatisfactory contribution to the Board

Additional Information for seeking approval at the EGM as per the Secretarial standards

Name Mr. S L Mohan

Age 73 years

Qualifications B.Sc Engineering (Mechanical) Punjab

Engineering College, Chandigarh., AIII

(General)

Insurance Institute of India, Mumbai

Experience Over 40 of years experience in the corporate

sector

Retired as Chairman cum Managing Director

of Oriental Insurance Co. Ltd.

Terms and conditions of appointment/ re

appointment

The role and responsibilities, as an Independent

Director, will be such as prescribed under the Companies Act, 2013 read with the Rules and as

per IRDAI Corporate Governance Guidelines

issued by IRDAI as notified in this regard.

Remuneration proposed to be paid and remuneration last drawn

Only sitting fees payable

Date of first appointment on the Board 29th October 2012*

Shareholding in the Company NIL

Relationship with other directors, managers

and KMPs

NIL

No. of meetings attended during the year Board – 4/4

Audit Committee – 4/4 Risk Management Committee – 4/4

Nomination Committee – 4/4 Independent Director’s Committee meeting – 1/1

Directorships in other Companies • Acrotech Limited

• Jaiprakash Power Ventures Limited

• Jaypee Fertilisers & Industries Limited

• Himalayan Expressway Limited

• Jaypee Healthcare Limited

Memberships/ Chairmanship in other

companies

NIL

* The members are informed that Mr. S. L. Mohan was appointed on the Board w.e.f. October 29,

2012. However, after the commencement of Companies Act, 2013, the term of Mr. S. L. Mohan as an

Independent Director was fixed w.e.f. April 01, 2014 to March 31, 2019 in the Board Meeting held

on July 28, 2014 and EGM held on February 20, 2015.

** Details of the meetings held from April 01, 2017 to March 31, 2018.

The Board accordingly recommends the Special Resolution set out at Item No. 2 of the



interested in the proposed resolution, except Mr. S. L. Mohan to the extent of his appointment.

Item No. 3

The members are requested to note that Lt. Gen. (Retd.) Shamsher Singh Mehta was appointed as Independent Directors w.e.f. April 01, 2014 on the Board of the Company pursuant to the

provisions of Section 149 of the Act read with the Companies (Appointment and Qualification of

Directors) Rules, 2014 and Schedule IV of the Act and his tenure as a Non-Executive

Independent Director of the Company will expire on March 31, 2019 (“first term” in line with

the explanation to Sections 149(10) and 149(11) of the Act).

The Nomination and Remuneration Committee on the basis of the report of performance

evaluation of Independent Directors recommended the reappointment of Lt. Gen. (Retd) S. S.

Mehta as an Independent Director for a second term of 5 (five) consecutive years on the Board

of the Company from April 01, 2019 to March 31, 2018.

The Board based on the performance evaluation of the Independent Director and as per the

recommendation of the Nomination and Remuneration Committee and in accordance to the

Policy, considers that, given his background and experience and contributions made by him

during his tenure, the continued association of Lt. Gen (Retd.) S.S. Mehta would be beneficial to

the Company and it is desirable to continue to avail his services as Independent Director.

Performance Evaluation Report of Lt. Gen. (Retd.) S.S. Mehta is as follows:

S.No. Assessment Criteria 2017-2018

1 Knowledge of Key areas • Total Directors who gave

rating as 5- 3 Directors

2 Diligence and Preparedness

3 Effective Interaction with others

4 Constructive contribution to Discussion and

Strategy

• Rating ‘5’ – 3 Directors

5 Concern for stakeholders

6 Concern for working of internal controls

Comments, if any He has excellent leadership qualities.

5= Outstanding exceptional contribution

4= Above Expectation

3= Satisfactory

2= Some improvement required

1=Unsatisfactory contribution to the Board

Additional Information for seeking approval at the EGM as per the Secretarial standards

Name Lt. Gen. (Retd.) S. S. Mehta

Age 74 years

Qualifications M.Sc. (Defence Studies)

Experience Over 43 years of military experience

He was a Member of the National Security

Advisory Board from 2004 to 2006


appointment

The role and responsibilities, as an Independent

Director, will be such as prescribed under the Companies Act, 2013 read with the Rules and as

per IRDAI Corporate Governance Guidelines

issued by IRDAI as notified in this regard.

Remuneration proposed to be paid and remuneration last drawn

Only sitting fees payable

Date of first appointment on the Board 29th October 2012*



and KMPs

NIL

No. of meetings attended during the year Board – 4/4

Audit Committee – 4/4 Policyholder’s Protection Committee – 4/4

Nomination Committee – 4/4

Investment Committee – 4/4 Independent Director’s Committee meeting – 1/1

Directorships in other Companies • Jtekt India Limited (earlier Sona Koyo Steering Systems Limited)

• Invesco Trustee Private Limited

• Jtekt Sona Automotive India Limited

Memberships/ Chairmanship in other

companies • Invesco Trustee Pvt. Ltd.

Investors Services Committee Operation IT & Risk Committee

• Jtekt Sona Automotive India Limited Audit Committee

Remuneration Committee

• Jtekt India Limited (earlier Sona Koyo

Steering Systems Limited)

Audit Committee

Risk Committee NRC Committee

* The members are informed that Lt. Gen. (Retd.) S. S. Mehta was appointed on the Board w.e.f.

October 29, 2012. However, after the commencement of Companies Act, 2013, the term of Lt. Gen.

(Retd.) S. S. Mehta as an Independent Director was fixed w.e.f. April 01, 2014 to March 31, 2019 in

the Board Meeting held on July 28, 2014 and EGM held on February 20, 2015.

** Details of the meetings held from April 01, 2017 to March 31, 2018.

The Board accordingly recommends the Special Resolution set out at Item No. 3 of the accompanying Notice for the approval of the Members.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the proposed resolution, except Lt. Gen. (Retd.) S. S. Mehta to the extent of his

appointment.

Item No. 4

The members are requested to note that Mr. Malay Kumar Sinha was appointed as an Additional

Non-Executive Independent Director on October 4, 2018 under section 161(1) of the Companies

Act 2013 and his term of office expires at the commencement of the ensuing Annual General

Meeting. Mr. Malay Kumar Sinha had proposed his candidature for appointment as Non-Executive Independent Director on the Board of Directors of the company whose office is not

liable to retire by rotation for a period of 5 years.

Additional Information for seeking information at the AGM as per the Secretarial standards

Name Mr. Malay Kumar Sinha

Age 62 years

Qualifications B.A.(Hons) and M.A. in Humanities from

Delhi University

M.Phil in Strategic Studies from Madras

University

Experience He started his career as an Executive in TISCO,

Jamshedpur and in 1981 joined the Indian Police

Service. He worked as a Joint Secretary in the MEA

and finally as Secretary Security, Cabinet Secretariat,

Rashtrapati Bhawan, from where he superannuated in

September 2016.


appointment

The role and responsibilities will be such as

prescribed under the Companies Act, 2013 read with

the Rules, Schedule IV of the Companies Act and as per

IRDAI Corporate Governance Guidelines issued by

IRDAI as notified in this regard.

Remuneration proposed to be paid and

remuneration last drawn

Only Sitting Fees is payable

Dare of first appointment on the Board October 04, 2018



and KMPs

NIL

No. of meetings attended during the year NIL

Directorships in other Companies • Religare Enterprises Limited

• Religare Finvest Limited

• Religare Housing Development Finance Corporation limited

Memberships/ Chairmanship of Committees of Others Boards

NIL

The Board accordingly recommends the Ordinary Resolution set out at Item No. 4 of the



interested in the proposed resolution, except Mr. Malay Kumar Sinha to the extent of his

appointment.

Item No. 5:

The members are requested to note that Mrs. Asha Nair was appointed as an Additional Non-

Executive Independent Director on September 19, 2018 under section 161(1) of the Companies Act 2013 and her term of office expires at the commencement of the ensuing Annual General

Meeting. Mrs. Asha Nair had proposed her candidature for appointment as Non-Executive Independent Director on the Board of Directors of the company whose office is not liable to

retire by rotation for a period of 5 years.

Additional Information for seeking information at the AGM as per the Secretarial standards

Name Mrs. Asha Nair

Age 63 years

Qualifications MA (Social Work) from Delhi School of Social

Work

BA (Eco. Hons.) from Lady Shri Ram College

for Women, Delhi

Fellow of Insurance Institute of India

University

Experience She has more than 30 years of experience in the

Insurance Sector


appointment

The role and responsibilities will be such as

prescribed under the Companies Act, 2013 read

with the Rules, Schedule IV of the Companies

Act and as per IRDAI Corporate Governance

Guidelines issued by IRDAI as notified in this

regard.

Remuneration proposed to be paid and

remuneration last drawn

Only Sitting Fees is payable

Dare of first appointment on the Board September 19, 2018


Relationship with other directors, NIL

managers and KMPs

No. of meetings attended during the year NIL

Directorships in other Companies • Remedinet Technologies Private Limited

Memberships/ Chairmanship of

Committees of Others Boards

NIL

The Board accordingly recommends the Ordinary Resolution set out at Item No. 5 of the



interested in the proposed resolution, except Mrs. Asha Nair to the extent of her appointment.

Item No. 6

The members are requested to note that as per the provisions of Section 180(1)(c) of the

Companies Act, 2013, the Board can borrow money subject to the condition that the money to

be borrowed together with the monies already borrowed by the Company (apart from the

temporary loans obtained from the Company’s bankers in the ordinary course of business) shall

not exceed the aggregate, for the time being, of the paid-up capital and free reserves, that is to

say, reserves not set apart for any specific purpose unless the Shareholders authorize the Board

to borrow the monies up to some higher limits. The shareholders are being informed that

Company has not exceeded the limit as defined under Section 180(1)(c). However, as a matter

of good Corporate Governance, the Company intends to take the approval of the shareholders.

Further, the Company needs to borrow funds for the smooth running of business operation

and/or expansion of the Company, the Board accordingly recommends the Ordinary Resolution

set out at Item No. 6 of the accompanying Notice for the approval of the Members.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the proposed resolution.

Item No. 7

The members are requested to take note that the expansion and development of business

operation of the Company, it is proposed to make an issue and allot the subordinated debts in accordance to Companies act, 2013, IRDAI Act, 1938, Insurance Regulatory Development

Authority of India(other forms of capital) Regulations, 2015, any other Guidelines, notifications, circulars as prescribed by IRDAI from time to time. The Company has not exceeded the

borrowing limit as defined under Section 180 and in accordance to Section 42 and Section 71 of the Companies Act, 2013 read with rules framed thereunder, a Company offering or making an

invitation to subscribe to Non-Convertible and unsecured Debentures on a private placement

basis, is required to obtain the prior approval of the Board. However, as a matter of good

Corporate Governance, the Company intends to take the approval of the shareholders.

The Board accordingly recommends the Special Resolution set out at Item No. 7 of the


None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the proposed resolution.

Item No. 8

The shareholders in its meeting held on July 25, 2014 approved the Religare Health Insurance

Employee Stock Option Scheme 2014 (“RHICL ESOP Scheme, 2014”) which was also varied by the

shareholders in its meeting held on July 28, 2018. It is further proposed to vary the RHICL ESOP

Scheme,2014 through proposed Amendment No. 2 to Religare Health Insurance Employee Stock

Option Scheme 2014” (“Amendment No. 2 Employee”) (RHICL ESOP Scheme 2014 read with

Amendment No. 2 Employee is termed as “Revised Scheme 2014”).

Further, it is intended that the Revised Scheme 2014 provide for grant of Options upto 12.5%

issued share capital (to be computed with reference to expanded capital on fully diluted basis) of the

Company to the employees of the Company, employees, CEO and directors of the holding company,

subsidiary(s) and associate companies of the Company This variation requires approval of members

by way of a special resolution which is being proposed. The main variations of the “Revised Scheme

2014” are as under:

S.no. Heading Details

a) In case of variation of

terms of Employees

Stock Option Scheme:

• Variation

Certain amendments are being proposed in the existing

scheme Religare Health Insurance Employee Stock Option

Scheme 2014 (“RHICL Employee Scheme 2014”) which are

detailed as under:

1. Existing Clause 3.1 will be omitted and

substituted to read as follows:

“The Shareholders in their meeting on

November 06, 2018 have resolved

authorizing the Board, which term

includes the Nomination and

Remuneration Committee constituted in

this behalf, to issue such number of

Employee Stock Options to the Employees

under ESOS 2014, exercisable into not

more than 12.5% (which includes upto

2.25% Options to be issued to the

employees of the Holding Company,

Subsidiary Company and associate

companies under this Scheme, Options

already granted under the Religare

Employee Stock Option Scheme 2010 till

25th July, 2014 and Options granted to

the Chief Executive Officer of the

Company under the Religare Health

Insurance CEO Stock Option Scheme 2014

including any amendments thereof) of the

Fully Diluted Share Capital. The number of

Options may vary from time to time

depending upon the Fully Diluted Share

Capital of the Company with each such

Options be exercisable into one Equity

Share of a face value of Rs. 10 fully paid

up subject to the payment of Exercise

Price and other terms of ESOS 2014.”

2. Existing Clause 3.2 will be omitted and

substituted to read as follows:

“In case of further increase in the issued Equity

Share Capital of the Company during the term

of the Scheme, the Options available to be

granted under the ESOS 2014, shall also stand

increased automatically upto 12.5%( including

Options granted to the Chief Executive Officer

of the Company under Religare Health

Insurance CEO Stock Option Scheme 2014

including any amendments thereof) of the

expanded Equity Share Capital of the Company

on a fully diluted basis existing after the

aforesaid increase in the issued Equity Share

Capital of the Company and the Nomination and

Remuneration Committee shall take all such

actions as may be required under the Applicable

Law to effect the aforesaid increase in the

number of Options available to be granted.”

3. In Clause 3.4 the following proviso shall be

inserted:

“Provided that upto 28,868,290 Options issued

under the ESOS 2014 (“New Options”) and the

Shares to be issued against Exercise of New

options by the Employees shall not be included

while calculating the maximum number of Options

that can be issued under ESOS 2014 as referred to

in Clause 3.1 above”.

4. In Clause 9.1 (a) the following proviso shall be

inserted

“Provided that the Exercise Price in relation to the New

Options issued to Employees under the ESOS 2014 shall

be

at an Exercise Price of INR 21.85 per New Option or at

such price as may be determined by nomination and

remuneration committee subject to accounting policies as

applicable to the Company.

• Rationale The ESOP holders have been associated with the Company

from past many years and have been granted ESOPs under

various ESOP schemes from time to time. Further, the

Employees were also granted ESOPs on a fully diluted

basis, with every increase in paid up capital of the

Company.

Over the last 5 years, the Company has grown significantly

and has been consistently growing over 40% year on year

basis. The Journey of the past few years has been only

possible with strong retention of the entire management

team. Hence, with a view to recognize and reward the

performing resources in the Company who have

contributed in the company’s growth journey, The

aforesaid amendments were proposed in the said Scheme.

• Details of the

employees

who are

beneficiaries

of such

variation

Employees as may be decided by Nomination &

Remuneration Committee, from time to time.

Further, the aggregate ESOP reserve under all such Schemes has been intended to be within the

ceiling of 12.5% of total issued equity capital (to be computed with reference to expanded capital on

fully diluted basis).

None of the Directors, Key Managerial Personnel of the Company are in any way, concerned or

interested in the resolution, except to the extent of the Options/shares that may be offered to them

under the “Revised Scheme 2014” and Mr. Pankaj Gupta, CFO is interested in this resolution in

accordance to the Companies act, 2013.

Item No. 9

The shareholders in its meeting held on July 25, 2014 approved the Religare Health Insurance CEO

Stock Option Scheme 2014 (“RHICL ESOP CEO 2014”) which was also varied by the shareholders vide

its meeting held on July 28, 2018. It was thought fit to further revise the RHICL ESOP CEO 2014 as

proposed through Amendment No. 2 to Religare Health Insurance CEO Stock Option Scheme 2014”

(Amendment No. 2 CEO) (“RHICL ESOP CEO 2014 read with Amendment No. 2 CEO is termed as

“Revised ESOP CEO 2014”).

Further, it is intended that the Revised ESOP CEO 2014 provides for grant of Options up to 12.5% of

the issued share capital (to be computed with reference to expanded capital on fully diluted basis) of

the Company to the CEO of the Company. This variation requires approval of members by way of a

special resolution which is being proposed. The main variations of the “Revised ESOP CEO 2014” are

as under:

The main variations in the Revised ESOP CEO 2014 are as under:

S.no. Heading Details

a) In case of variation of terms of

Employees Stock Option

Scheme:

• Variation

Certain variations are being proposed in the

existing scheme Religare Health Insurance CEO

Stock Option Scheme 2014 (“RHICL ESOP CEO

2014”) which are detailed as under:

1. Existing Clause 3.1 will be omitted

and substituted to read as follows:

“The Shareholders in their meeting

on November 06, 2018have resolved

authorizing the Board, which term

includes the Nomination and

Remuneration Committee

constituted in this regard, to create,

offer, issue and grants/ allot at any

time in one or more tranches for the

benefit of or to such person who is

occupying the position of Chief

Executive Officer of the Company

(CEO/Option Grantee), as may be

decided by the Board or Nomination

and Remuneration Committee, such

number of Options exercisable into

not more than 12.5%(including

Options granted to Employees under

Religare Health Insurance Employee

Stock Option Scheme 2014 including

any amendments thereof) of the Fully

Diluted Share Capital. The number of

Options may vary from time to time

depending upon the issued or Fully

Diluted Share Capital of the Company

with each such Option be exercisable

into one Equity Share of a face value

of Rs. 10 fully paid up subject to the

payment of Exercise Price and other

terms.

2. Existing Clause 3.2 will be omitted

and substituted to read as follows:

“In case of further increase in the

issued Equity Share Capital of the

Company during the tenure of the

Scheme, the Options available to be

granted under the Scheme shall also

stand increased automatically to not

more than 12.5%(including Options

granted to Employees under Religare

Health Insurance Employee Stock

Option Scheme 2014 including any

amendments thereof) of the Fully

Diluted Share Capital of the

Company existing after the aforesaid

increase in the issued Equity Share

Capital of the Company and the

Nomination and Remuneration

Committee shall take all such actions

as may be required under the

Applicable Law to effect the aforesaid

increase in the number of Options

available to be granted.”

3. In Clause 3.4 the following proviso

shall be inserted:

“Provided that upto 29,858,139 Options

issued under the ESOS CEO 2014 (“CEO

New Options”) and the Shares to be

issued against Exercise of CEO New

Options by the CEO shall not be

included while calculating the maximum

number of Options that can be issued

under ESOS CEO 2014 as referred to in

Clause 3.1 above.”

4. In Clause 9.1 (a) the following proviso

shall be inserted

“Provided that the Exercise Price in relation to

the CEO New Options to be issued to CEO under

the ESOS CEO 2014 shall be at an Exercise Price

of INR 21.85 per CEO New Option or at such

price as may be determined by the Nomination

and Remuneration Committee subject to

accounting policies as applicable to the

Company.

• Rationale The CEO has been associated with the Company

from past 9 years and has been granted ESOPs

under various ESOP schemes from time to time.

Further, the CEO was also granted ESOPs on a

fully diluted basis, with every increase in paid

up capital of the Company.

Over the last 5 years, the Company has grown

significantly and has been consistently growing

over 40% year on year basis. The Journey of the

past few years has been only possible with

strong retention of the CEO. Hence, with a view

to recognize and reward the CEO in the

Company who has contributed in the company’s

growth journey, The aforesaid amendments

were proposed in the said Scheme.

• Details of the employees

who are beneficiaries of

such variation:

CEO is the beneficiary. Currently, Mr. Anuj

Gulati is the beneficiary of the scheme.

The aggregate ESOP reserve under all such Schemes has been intended to be within the ceiling of

12.5% of total issued equity capital (to be computed with reference to expanded capital on fully

diluted basis)

None of the Directors, Key Managerial Personnel of the Company are in any way, concerned or

interested in the resolution, except to the extent of the Options/shares that may be offered to Mr.

Anuj Gulati, Managing Director & CEO.




RELIGARE HEALTH INSURANCE COMPANY LIMITED

Registered Office: 5TH FLOOR, 19, CHAWLA HOUSE, NEHRU PLACE, NEW DELHI-110019

Please fill in the Attendance Slip and hand it over at the entrance of the meeting hall

ATTENDANCE SLIP FOR EXTRA-ORDINARY GENERAL MEETING

I/We hereby record my/our presence at the Extra-ordinary General Meeting of the Company

held on Tuesday, November 06, 2018 at 10.30. a.m. at shorter notice at Care Room, Vipul

Tech Square, Tower C, 3rd floor, Sector- 43, Golf Course Road, Gurugram- 122002.

Ledger Folio No. :

DP ID No. :

Client ID No. :

No. of shares held:

Name and address of the Shareholder(s)

If Shareholder(s), please sign below: If proxy, please sign below:

RELIGARE HEALTH INSURANCE COMPANY LIMITED Registered Office: 5TH

FLOOR, 19, CHAWLA HOUSE, NEHRU PLACE, NEW DELHI-110019

PROXY FORM

CIN: U66000DL2007PLC161503

NAME OF COMPANY: Religare Health Insurance Company Limited REGISTERED OFFICE ADDRESS: 5th

Floor, 19, Chawla House, Nehru Place,

New Delhi-110019

Name of member(s):

Registered Address:

Email Id:

Folio No./ Client ID No. :

DP ID No. :

I/We, being a member(s) of ____________________________shares of the abovementioned company

hereby appoint

1. Name: …………………………….

Address:

Email Id:

Signature:………………………., or failing him

2. Name: …………………………….

Address:

Email Id:

Signature:………………………., or failing him

3. Name: …………………………….

Address:

Email Id:

Signature:……………………….,

As my/our proxy to attend and vote(on a poll) for me/us and on my/our behalf at the

……………… Annual General Meeting/Extraordinary General Meeting of the Company, to be held

on the ………….. day of …………at …………. a.m./p.m. at ………..(place) and at any adjournment

thereof in respect of such resolutions as are indicated below:

RESOLUTION(S):

No. Particulars For Against

1 To increase the authorized Share Capital of the Company

2 To approve the re-appointment of Mr. Sham Lal Mohan as an

Independent Director of the Company

3 To approve the re-appointment of Lt. Gen. (Retd.) S. S. Mehta

as an Independent Director of the Company

4 Regularization of the appointment of Mr. Malay Kumar Sinha

Additional (Non-Executive and Independent) Director of the Company as Non-Executive Director

5 Regularization of the appointment of Mrs. Asha Nair Additional (Non-Executive and Independent) Director of the

Company as Non-Executive Director

6 To approve the borrowing limit of the Company

7 Approve issue of Debentures

8 To approve Amendment No. 2 to Religare Health Insurance

Employee Stock Option Scheme 2014

9 To approve Amendment No. 2 to Religare Health Insurance

CEO Stock Option Scheme 2014

Signed this ........................................ day of .................................................... 2018

Signature of Shareholder

Signature of Proxyholder(s)

NOTE: This form of proxy in order to be effective should be duly completed and

deposited at the Registered Office of the Company not less than 48 hours before the

commencement of the meeting.

Affix

Revenue

Stamp

ROUTE MAP

Religare Health Insurance Company Limited

Venue: Care Room, Vipul Tech Square, Tower C, 3rd floor, Sector- 43, Golf

Course Road, Gurugram- 122002

NOTICE FOR THE EXTRA-ORDINARY GENERAL MEETING · RESOLVED FURTHER THAT Mr. Anuj Gulati, Managing...

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Transcript of NOTICE FOR THE EXTRA-ORDINARY GENERAL MEETING · RESOLVED FURTHER THAT Mr. Anuj Gulati, Managing...