notice for the extra-ordinary general meeting · resolved further that mr. anuj gulati, managing...
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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
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 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.
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 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
or filed to give effect to the said Resolution.”
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
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 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.
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 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
or filed to give effect to the said Resolution.”
ITEM NO. 6
TO APPROVE THE BORROWING LIMIT OF THE COMPANY
To consider and if thought fit, to pass with or without modification(s), the following resolutions
as ORDINARY RESOLUTION:
“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
To consider and if thought fit, to pass with or without modification(s), the following resolutions
as SPECIAL RESOLUTION:
“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
To consider and if thought fit, to pass with or without modification(s), the following resolutions
as SPECIAL RESOLUTION:
“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
To consider and if thought fit, to pass with or without modification(s), the following resolutions
as SPECIAL RESOLUTION:
“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.
BY ORDER OF THE BOARD OF DIRECTORS
Place: Gurugram Pratik Kapoor
Date: November 02, 2018 Company Secretary
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
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 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
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 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.
Terms and conditions of appointment/ re
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
Shareholding in the Company NIL
Relationship with other directors, managers
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
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 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
Terms and conditions of appointment/ re
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
Shareholding in the Company NIL
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
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 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
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. 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.
BY ORDER OF THE BOARD OF DIRECTORS
Place: Gurugram Pratik Kapoor
Date: November 02, 2018 Company Secretary
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