being in force), m/s. s.s. kothari mehta & co., …...place of m/s price waterhouse, chartered...
TRANSCRIPT
RELIGARE FINVEST LIMITED
Registered Office: 2nd Floor, Rajlok Building, 24, Nehru place, New Delhi- 110019
Corporate office : 9th Floor, Tower B, Paras Twin Towers, Golf Course Road,
Sector-54, Gurugram- 122002, Haryana
CIN No. – U74999DL1995PLC064132, Phone: +91-11-46272400, 1860-3000-4111,
Fax No.: +91 11 46272447
E-mail: [email protected], [email protected]
Website: www.religarefinvest.com
NOTICE OF THE 22nd ANNUAL GENERAL MEETING
NOTICE is hereby given that the 22nd Annual General Meeting (‘AGM’) of the members of
Religare Finvest Limited (the Company/ RFL) will be held on 28th day of September, 2017 at
11:30 a.m. at 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi- 110019 to transact the
following businesses:
ORDINARY BUSINESS
1. To receive, consider and adopt the:
a. Annual audited standalone financial statements of the Company for the financial year
ended March 31, 2017 and the Reports of the Board of Directors and the Auditors
thereon; and
b. Annual audited consolidated financial statements of the Company for the financial
year ended March 31, 2017 and the Report of the Auditors thereon.
2. To appoint a Director in place of Mr. Anil Saxena (DIN: 01555425) who retires from office
by rotation and being eligible offers himself for re-appointment.
3. To appoint M/s S.S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No.:
000756N) as the Statutory Auditors of the Company to hold office from the conclusion of
ensuing annual general meeting until the conclusion of the annual general meeting of the
Company to be held for financial year 2021-2022 i.e. for a term of five financial years
(subject to ratification of their re-appointment in every annual general meeting) and to fix
their remuneration.
To consider and if thought fit, to pass, with or without modification(s), the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable
provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time
being in force), M/s. S.S. Kothari Mehta & Co., Chartered Accountants, (Firm Registration
No.: 000756N) be and is hereby appointed as the Statutory Auditors of the Company in
place of M/s Price Waterhouse, Chartered Accountants (Firm Registration No. 301112E),
the retiring Statutory Auditors, to hold office for a period of five consecutive years
commencing from the financial year 2017-18 i.e. from the conclusion of this Annual General
Meeting until the conclusion of the 27th Annual General Meeting of the Company to be held
in the year 2022, subject to ratification by the Members at every Annual General Meeting, at
such remuneration plus taxes as applicable and reimbursement of out-of pocket, travelling
and living expenses, etc. in connection with the audit as may be mutually agreed between
the Board of Directors of the Company and the Auditors.”
SPECIAL BUSINESS
4. Appointment of Mr. Maninder Singh (DIN: 00120037) as Director of RFL
To consider and, if thought fit, to pass with or without modification(s), the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 152, 160 and other applicable
provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and other applicable rules, if any, (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force), in terms of
Articles of Association of the Company, rules, circulars and guidelines/norms issued by the
Reserve Bank of India or any other law for the time being in force in India and subject to
such other approvals, consents, permissions as may be required in this regard, Mr.
Maninder Singh (DIN: 00120037) who was appointed as an Additional Director on October
26, 2016 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and who
holds office up to the date of this Annual General Meeting and in respect of whom the
Company has received a notice in writing under Section 160 of the Companies Act, 2013
from a member proposing his candidature for the office of Director, be and is hereby
appointed as the Director of the Company whose office is liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors be and is severally authorized to file
such forms, returns, as may be required, under the Companies Act, 2013 with the Registrar
of Companies, NCT of Delhi and Haryana and/or other statutory/regulatory authority (ies),
as the case may be, and do all such acts, deeds and things necessary and incidental in order
to give effect to this resolution.”
5. Appointment of Mr. Daljit Singh (DIN: 00135414) as Director of RFL
To consider and, if thought fit, to pass with or without modification(s), the following
resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 152, 160 and other applicable
provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and other applicable rules, if any, (including any
statutory modification(s) or re-enactment(s) thereof for the time being in force), in terms of
Articles of Association of the Company, rules, circulars and guidelines/norms issued by the
Reserve Bank of India or any other law for the time being in force in India and subject to
such other approvals, consents, permissions as may be required in this regard, Mr. Daljit
Singh (DIN: 00135414) who was appointed as an Additional Director on October 26, 2016
pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and who holds
office up to the date of this Annual General Meeting and in respect of whom the Company
has received a notice in writing under Section 160 of the Companies Act, 2013 from a
member proposing his candidature for the office of Director, be and is hereby appointed as
the Director of the Company whose office is liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors be and is severally authorized to file
such forms, returns, as may be required, under the Companies Act, 2013 with the Registrar
of Companies, NCT of Delhi and Haryana and/or other statutory/regulatory authority (ies),
as the case may be, and do all such acts, deeds and things necessary and incidental in order
to give effect to this resolution.”
6. Borrowings by way of issuance of privately placed non-convertible debentures during
2017-2018
To consider and, it thought fit, to pass with or without modification(s) the following
resolution as a Special Resolution
“RESOLVED THAT in supersession of the earlier resolution passed by the shareholders at
the Extra-ordinary General Meeting of the Company held on June 10, 2016 pursuant to
Section 42 of the Companies Act, 2013(‘the Act’) and Companies (Prospectus and Allotment
of Securities) Rules, 2014 and other applicable provisions of the Act, Memorandum &
Articles of Association of the Company, subject to the borrowing limit of the Company as
approved under Section 180(1)(c) of the Act, regulations issued by the Securities and
Exchange Board of India (“SEBI”) including the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, SEBI (Issue and Listing of Debt Securities) Regulations,
2008, SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012, SEBI
(Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 and all Amendment
Regulations thereto, regulations, norms, circular, guidelines, clarification, notification
prescribed or issued by the Reserve Bank of India, SEBI from time to time and other
applicable provisions if any, approval of the Company be and is hereby accorded to borrow
up to Rs. 5500 Crores (Rupees Fifty Five Hundred Crores Only) on a private placement
basis, in one or more tranches by issuing Non-Convertible Redeemable Debentures (NCDs)
of various types (listed or unlisted), including Subordinated, Fixed Rate, Floating Rate, Zero
Coupon, Market Linked Debentures and any other category of Debentures which may be
defined as Non-Convertible Debentures for the onward lending, refinancing of existing debt,
working capital and general business purpose requirement of the Company, both unsecured
or secured against such security (the “Security”) and on such terms as hereinafter provided.
RESOLVED FURTHER THAT the Company may secure the redemption amount of the NCDs
and/ or any interest thereon by creating charge on immovable property and / or any kind of
other assets / property of the Company.
RESOLVED FURTHER THAT that pursuant to the provisions of Section 71(5) of the
Companies Act, 2013, the Company may create mortgage over the immovable property of
the Company by executing Debenture Trust Deed(s) and such other assets of the Company
by executing deed of hypothecation and such other documents which shall be entered into
by and between the Company and the Debenture Trustee(s) (the “Security Trustee”) as
appointed from time to time for all or each of the tranches for benefit of the holders of the
NCDs.
RESOLVED FURTHER THAT that the Company hereby authorizes the Security Trustee in
whose favor the immovable property and / or other property is / are to be mortgaged /
charged / hypothecated to exercise such powers as contained in the Debenture Trust Deed
(s) / Deed of Hypothecation / any instrument creating charge in respect of the property on
behalf of the Debenture Holders.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to act
and decide on behalf of the Company and/or delegate the powers to Loan/Investment
& Borrowing Committee of the Company to act and decide on behalf of the Company as to
the further terms of all the NCDs whether issued in one or more tranches and for each such
tranche, to discuss, deliberate, negotiate, finalize and accept the terms as may be stipulated
in the various security documents and agree to such changes and modifications as may be
advised or required by the Security Trustee or the Credit Rating Agency and agree to such
changes and modifications in the said terms as may be suggested from time to time and to
do all such acts, deeds and things and further authorized to sign and execute all such
agreements and documents as may be required, on behalf of the Company, in respect of the
NCDs as a whole and/or for each tranche separately including but not limited to:
1. appoint eligible Rating Agency (ies) as the Credit Rating Agency to rate the NCDs to be
issued, to negotiate and decide the terms and conditions of their appointment, to accept the
ratings and to comply with the terms and conditions that may be laid down in respect of the
ratings;
2. appoint any eligible trustee company as the Security Trustee, to hold upon trust the security
for the benefit of the Debenture Holders and to negotiate and decide the terms and
conditions of such appointment;
3. appoint legal counsel(s) in respect of transactions and to negotiate and decide the terms
and conditions of such appointment;
4. appoint Registrar and Transfer Agent for NCDs and to negotiate and decide the terms and
conditions of such appointment;
5. approve, authorize, sign, issue Offer Document (s), Offer Letter (s), Information
Memorandum(s) as per the prescribed format, if any, including any declaration,
confirmation, affirmation, indemnity and undertaking in respect of the NCDs to the
potential investors;
6. decide the Opening and Closing Date for receiving application and date(s) of allotment (s)
/deemed date(s) of allotment(s);
7. execute any agreement(s)/deed or any other documents as may be advised or required by
the Debentures Trustee or Credit Rating Agency for each tranche;
8. apply to National Security Depository Limited (“NSDL”) and Central Depository Services
(India) Limited (“CDSL”) for the issuance of Letter(s) of Allotment / Debentures to the
Allottees in Dematerialized form;
9. apply with one or more recognized stock exchanges in India for listing of said NCDs for any
tranche as may be decided;
10. to do all such acts, deed and things as may be required to give effect to the above Resolution
and make statutory and / or regulatory filings including but not limited to form PAS -3, PAS-
4, PAS -5, PAS 6 and such other filings as may be prescribed; and
11. take all such steps as may be necessary or expedient for the purpose of and pursuant to the
issue and allotment of NCDs as required under the applicable provisions of the Companies
Act 2013 read with Companies(Share Capital and Debentures) Rules, 2014 and any other
law in force.
RESOLVED FURTHER THAT Common Seal of the Company, if required, may be affixed on
the Instrument(s)/agreement(s)/documents(s)/deed(s)/paper(s),if required in this regard,
as per the relevant clause of the Articles of Association of the Company.
RESOLVED FURTHER THAT a certified true copy of this Resolution be provided to all
concerned under the hand of Director or Company Secretary of the Company”.
Place: Noida By Order of the Board of Directors
Date: September 04, 2017 For Religare Finvest Limited
Sd/-
Punit Arora
Company Secretary
ACS 18880
6th Floor, Plot No. A-3, 4 & 5, Tower- A,
Prius Global, Sector 125, Noida – 201301
NOTES:
1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013,
which sets out details relating to Special Business at the AGM is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING
(THE MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE
COMPANY. A person can act as proxy on behalf of member not exceeding fifty (50) and
holding in the aggregate not more than ten percent of the total share capital of the
Company.
3. The instrument of proxy in order to be effective, must be deposited at the Registered
Office of the Company, duly completed and signed, not less than 48 hours before the
commencement of meeting.
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 AGM.
5. The Annual Report for the financial year ended March 31, 2017 containing inter-alia the
Directors’ Report, Auditors’ Report and the audited financial statements are enclosed.
6. Members / Proxies should fill in the attendance slip for attending the AGM and the same
is annexed to this report.
7. The Register of Directors and Key managerial Personnel and their shareholding
maintained u/s 184 of the Companies Act, 2013 will be available for inspection by the
members at the AGM.
8. The documents referred to in the proposed resolutions are available for inspection at the
Registered Office of the Company during business hours and copies thereof shall also be
made available for inspection in physical or electronic form at the registered office of the
Company.
9. The Register of Contracts or Arrangements in which Directors are interested, maintained
under Section 189 of the Companies Act, 2013, will be available for inspection by the
members at the AGM.
10. Landmark for location of meeting is Eros Hotel, Nehru Place, New Delhi. Route map of the
location is posted on website of the Company and also annexed herewith this Notice.
11. To prevent fraudulent transactions, members are advised to exercise due diligence and
notify the Company of any change in address or demise of any member as soon as
possible. Members are also advised not to leave their Demat accounts(s) dormant for
long. Periodic statement of holding should be obtained from the concerned Depository
Participant and holdings should be verified.
12. Notice of the AGM and the Annual Report for the financial year ended 2017 will be
available on the Company's website : www.religarefinvest.com.
EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT,
2013
ITEM NO. 2:
The disclosure as required under Standard 1.2.5 of the “Secretarial Standard-2 on General
Meetings” is given below:
S.
No.
Particular Remarks
1 Age 49 years
2 Qualification B.Com (Hons.), C.A. & C.W.A.
3 Experience Mr. Anil Saxena has over 25 years of post-qualification
experience in the financial services industry. Prior to
Joining Religare, he has been associated with industry
leaders such as Kotak Securities etc.
4 Terms and Conditions of
appointment or re-
appointment along with
details of remuneration
along with details of
remuneration sought to
be paid and remuneration
last drawn
As per the board resolution dated April 06, 2010 for his
appointment as an Additional Director.
5 Date of First appointment
in the Board
Mr. Anil Saxena was appointed as the Managing Director
with effect from April 06, 2010.
6 Shareholding in RFL Nil
7 Relationship with other
Directors, Managers and
KMP
None
8 Number of meetings of the
Board attended during the
year
He has attended five Board Meetings during the Financial
year 2016-2017.
9 Other Directorship,
Membership
/Chairmanship of the
Committees of other
Boards
1. Religare Securities Limited
2. Religare Arts Initiative Limited
3. Religare Capital Markets Limited
4. Religare Capital Markets International (UK)
Limited
5. Religare Arts Investment Management Limited
6. Religare Capital Markets International (Mauritius)
Limited
7. Religare Capital Markets Inc.
8. Religare Capital Markets (Europe) Limited
9. Religare Housing Development Finance
Corporation Limited
10. Religare Wealth Management Limited
11. Religare Global Asset Management Inc.
12. Religare Capital Markets(India) Limited
13. RGAM Investment Advisers Private Limited
14. Bartleet Religare Securitties (Private) Limited
In addition to the above, Mr. Anil Saxena is a
Member/Chairman of the following Committees of other
Boards:
S.
No.
Name of the
Company
Name of the
Committee
Designation
(Chairman/
Member)
1. Religare
Securities
Limited
Audit Committee
Member
Nomination &
Remuneration
Committee
Loan /
Investment &
Borrowing
Committee
Corporate Social
Responsibility
Committee
Chairman
2. Religare
Capital
Markets
Limited
Share Allotment
Committee
Member Loan /
Investment &
Borrowing
Committee
3. Religare Arts
Initiative
Limited
Audit Committee
Chairman Nomination and
Remuneration
Committee
4. RGAM
Investment
Advisers
Private
Limited
Audit Committee Chairman
Loan /
Investment &
Borrowing
Committee Member
Share Allotment
Committee
Nomination &
Remuneration
Committee
Corporate Social
Responsibility
Committee
5. Religare
Housing
Development
Finance
Asset Liability
Committee
Member
Loan/Investment
Corporation
Limited
& Borrowing
Committee
Risk
Management
Committee
Review
Committee
6. Religare
Wealth
Management
Limited
Audit Committee Chairman
Remuneration/
Compensation
Committee
Allotment
Committee
The above is basis the last disclosures received from the
said Director by the Company.
ITEM NO. 3
Appointment of M/s. S.S. Kothari Mehta & Co. as Statutory Auditors of the Company
In terms of the requirement of Section 139 of the Act, every company shall, at the first
annual general meeting, appoint an individual or a firm as an auditor who shall hold office
from the conclusion of that meeting till the conclusion of its sixth annual general meeting
and thereafter till the conclusion of every sixth meeting.
Further, the company shall place the matter relating to such appointment for ratification by
members at every annual general meeting.
Further, the listed company shall not appoint or re-appoint an audit firm as auditor for
more than two terms of five consecutive years. As per Companies (Audit and Auditors)
Rules, 2014, the period for which the firm has held office as auditor prior to the
commencement of the Act shall be taken into account for calculating the period of five
consecutive years or ten consecutive years.
M/s. Price Waterhouse, Chartered Accountants were appointed as statutory auditors of the
Company in the FY 2006-07. Accordingly, their term will expire at the forthcoming Annual
General Meeting of the Company and a new statutory auditor is required to be appointed as
Statutory Auditor of the Company. The Board of Directors of the Company on
recommendation of Audit Committee has proposed the appointment of M/s. S.S. Kothari
Mehta & Co., Chartered Accountants (Firm Registration No.: 000756N) as Statutory
Auditors of the Company for a period of five consecutive years from the conclusion of 22nd
Annual General Meeting until the conclusion of the 27th Annual General Meeting of the
Company to be held in the year 2022. The first year of audit will be of the financial
statements for the year ending March 31, 2018, which will include the audit / limited
review of the half yearly financial results for the year.
ITEM NO. 4
The Board of Directors of the Company in its meeting held on October 26, 2016, post the
recommendations of the Nomination and Remuneration Committee, had considered and
approved the appointment of Mr. Maninder Singh as an Additional Director (designated as
‘Non-Executive Director’) of the Company to hold office till the conclusion of ensuing Annual
General Meeting and whose office is liable to retire by rotation.
The Company is in receipt of notice from a member under Section 160 of the Companies Act,
2013 along with the deposit fee of Rs. 1,00,000 (Rs. One Lac only) proposing his candidature
as a Director of the Company.
A brief profile of Mr. Maninder Singh is given below:
Mr. Maninder Singh, currently the Group Chief Executive Officer for Religare Enterprises
Limited (‘REL’), is responsible for providing strategic direction and leadership to all operating
businesses and functions across the group. He comes on board with a rich and diverse
experience of almost three decades in the corporate sector. He was previously associated with
Ranbaxy Laboratories Limited for 27 years where he raises to eventually become the Global
Financial Controller. During his tenure with Ranbaxy, he handled several critical global
resources and successfully managed the Treasury, Insurance and Risk Management, Business
and Trade Finance, Indirect Taxes, Payroll and Trust services, Financial and Management
Accounting, Merger and Acquisitions, Investor Relations functions.
He also serves on the Board of various subsidiaries and operating companies of REL. He holds
a B.Com (Hons) degree from the Shri Ram College of Commerce, Delhi University and is a
Chartered Accountant from the Institute of Chartered Accountants of India.
The disclosure as required under Standard 1.2.5 of the “Secretarial Standard-2 on General
Meetings” is given below:
S.
No.
Particular Remarks
1 Age 53 years
2 Qualification B.Com (Hons), Chartered Accountant
3 Experience Over 27 years of experience in the field of Treasury,
Insurance and Risk Management, Business and Trade
Finance, Indirect Taxes, Payroll and Trust services,
Financial and Management Accounting, Merger and
Acquisitions, Investor Relations functions.
4 Terms and Conditions of
appointment or re-
appointment along with
details of remuneration
along with details of
remuneration sought to
be paid and
remuneration last drawn
As per the board resolution dated October 26, 2016 for his
appointment as an Additional Director.
5 Date of First Mr. Maninder Singh was appointed as the Non- Executive
appointment in the
Board
Director with effect from October 26, 2016.
6 Shareholding in RFL Nil
7 Relationship with other
Directors, Managers and
KMP
None
8 Number of meetings of
the Board attended
during the year
He was appointed on the Board on October 26, 2016,
therefore, he has attended two Board Meetings during the
Financial year 2016-2017.
9 Other Directorship,
Membership
/Chairmanship of the
Committees of other
Boards
1. Religare Housing Development Finance Corporation
Limited
2. Religare Insurance Limited
3. Religare Support Services Limited
4. Religare Commodities Limited
In addition to the above, Mr. Maninder Singh is a Member of
the following Committees of other Boards:
1 Religare
Finvest
Limited
Risk Management
Committee
Member
Asset Liability
Committee
Stakeholders
Relationship
Committee
Audit Committee
Loan/ Investment &
Borrowing Committee
Share Allotment
Committee
2 Religare
Housing
Developme
nt Finance
Corporatio
n Limited
Audit Committee Member
Loan/ Investment &
Borrowing Committee
Risk Management
Committee
Review Committee
Nomination and
Remuneration
Committee
Corporate Social
Responsibility
Committee
Asset Liability
Committee
The above is basis the last disclosures received from the
said Director by the Company.
The copy of the letter for his appointment setting out the terms and conditions are available
for inspection by members at the registered office of the Company during normal business
hours.
The Board recommends the above resolution for your approval by way of an ordinary
resolution.
None of the other Directors of the Company and Key Managerial Personnel (KMP) and their
relatives are in any way concerned or interested in said Resolution, except Mr. Maninder
Singh to the extent of his appointment.
ITEM NO. 5
The Board of Directors of the Company in its meeting held on October 26, 2016, post the
recommendations of the Nomination and Remuneration Committee, had considered and
approved the appointment of Mr. Daljit Singh as an Additional Director (designated as ‘Non-
Executive Director’) of the Company to hold office till the conclusion of ensuing Annual
General Meeting and whose office is liable to retire by rotation.
The Company is in receipt of notice from a member under Section 160 of the Companies Act,
2013 along with the deposit fee of Rs. 1,00,000 (Rs. One Lac only) proposing his candidature
as a Director of the Company.
A brief profile of Mr. Daljit Singh is given below:
Mr. Daljit Singh is the President-Fortis Healthcare Limited, Chairman-Malar Hospitals, and a
Director on the Board of Lanka Hospitals Corporation PLC, Dion Global Solutions Limited and
Health Fore Teholgies Lie. During his tenure of 14 years with Fortis, he has led the Company’s
Projects Function, Strategy and Organizational Development Functions and has held the office
of the Chief Executive Officer. He has over 42 years of rich management experience in the
corporate sector.
Mr. Singh has been a pivotal member of the top management team of Fortis Healthcare that
conceptualized, formulated and implemented Fortis’ growth strategy to position it as India’s
leading Healthcare delivery organization in a short span of almost 13 years.
Prior to joining Fortis, Mr. Singh was on the Board of Directors of ICI India, a subsidiary of the
British Multinational, Imperial Chemicals Industry Plc, as the Executive Director in charge of
Human Resources, Manufacturing, External Relations and Communications. Among key
responsibilities held at ICI India, he was the Chief Executive for Pharmaceuticals, Specialties at
business. He was member of the ICI Global Manufacturing Group, SE Excellence Group and the
Global HR Forum. His key experience and achievements have been in the areas of develop in
progressive HR, organizational restructuring, building high performance culture and leading
teams to deliver business value. He has successfully planned and executed significant change
programs.
A graduate from the Indian Institute of Technology, Delhi, Mr. Singh was a Commonwealth
Scholar to the Senior Management Programme at the Manchester Business School. With an
outstanding track record in the field of athletics, his current interest includes athletics, high
altitude trekking, adventure sports, spirituality, music and reading.
The disclosure as required under Standard 1.2.5 of the “Secretarial Standard-2 on General
Meetings” is given below:
S.
No.
Particular Remarks
1 Age 64 years
2 Qualification Graduate from the Indian Institute of Technology, Delhi
3 Experience Over 42 years of rich management experience in the
Corporate sector.
4 Terms and Conditions of
appointment or re-
appointment along with
details of remuneration
along with details of
remuneration sought to be
paid and remuneration last
drawn
As per the board resolution dated October 26, 2016 for
his appointment as an Additional Director.
5 Date of First appointment
in the Board
Mr. Daljit Singh was appointed as the Non- Executive
Director with effect from October 26, 2016.
6 Shareholding in RFL Nil
7 Relationship with other
Directors, Managers and
KMP
None
8 Number of meetings of the
Board attended during the
year
He was appointed on the Board on October 26, 2016,
therefore, he has attended two Board Meetings during the
Financial year 2016-2017.
9 Other Directorship,
Membership
/Chairmanship of the
Committees of other
Boards
1. Fortis Hospotel Limited
2. Health Is Wealth Media Private Limited
3. Fortis La Femme Limited
4. Fortis Malar Hospitals Limited
5. Healthfore Technologies Limited
6. Dion Global Solutions Limited
7. Religare Venture Capital Limited
8. Globalhealer India Private Limited
9. The Lanka Hospitals Corporation Plc.
10. Fortis Healthcare International Limited
In addition to the above, Mr. Daljit Singh is a Member of
the following Committees of other Boards:
S.
No
Name of the
Company
Name of the
Committee
Designation
(Chairman/
Member)
1. Fortis
Hospotel
Limited
Loan/Investment
& Borrowing
Committee
Member
Risk
Management
Committee
Corporate Social
Responsibility
Committee
Asset Liability
Committee
Identification
Committee Chairperson
Review
Committee
2. Healthfore
technologies
Limited
Stakeholder
Relationship
Committee
Member
3. Fortis Malar
Hospitals
Limited
Audit Committee
Member
Stakeholder
Relationship
Committee
Nomination &
Remuneration
Committee
Corporate Social
responsibility
Committee
Chairman
4. Dion Global
Solutions
Limited
Nomination and
Remuneration
Committee
Member
5. Religare
Venture
Capital
Limited
Corporate Social
Responsibility
Committee
Member
6. Religare
Finvest
Limited
Risk
Management
Committee
Member
Corporate Social
Responsibility
Committee
Loan/Investment
& Borrowing
Committee
Nomination &
Remuneration
Committee
The above is basis the last disclosures by the director
received by the Company.
The copy of the letter for his appointment setting out the terms and conditions are available
for inspection by members at the registered office of the Company during normal business
hours.
The Board recommends the above resolution for your approval by way of an ordinary
resolution.
None of the other Directors of the Company and Key Managerial Personnel (KMP) and their
relatives are in any way concerned or interested in said Resolution, except Mr. Daljit Singh
to the extent of his appointment.
ITEM NO. 6
The provisions of Section 42 of the Companies Act, 2013 read with Rule 14(2) of Companies
(Prospectus and Allotment of Securities) Rules, 2014, state that every offer or invitation to
subscribe to securities (which includes debentures) of the Company on a privately placed
basis will require the prior approval of the members by a Special Resolution for each of the
offers or invitations.
However, for the issuance of non-convertible debentures on a private placement basis, a
one-time prior approval of the members in a year for all the offers or invitations of non-
convertible debentures during the year will be sufficient for the purpose of this Section.
Accordingly, the Board recommends the proposed resolution set out at Item No.6 for the
approval of members by way of special resolution.
None of the Directors and KMPs of the Company and their relatives are in any way
interested or concerned in the said Resolution.
Place: Noida By Order of the Board of Directors
Date: September 04, 2017 For Religare Finvest Limited
Sd/-
Punit Arora
Company Secretary
ACS 18880
6th Floor, Plot No. A-3, 4 & 5, Tower- A,
Prius Global, Sector 125, Noida – 201301
RELIGARE FINVEST LIMITED
Registered Office: 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi- 110019
Corporate office : 9th Floor, Tower B, Paras Twin Towers, Golf Course Road,
Sector-54, Gurugram – 122002, Haryana
CIN No. – U74999DL1995PLC064132, Phone: +91-11-46272400, 1860-3000-4111
E-mail: [email protected], [email protected]
Website: www.religarefinvest.com
Please fill attendance slip and hand it over at the entrance of the meeting hall
Joint shareholders may obtain additional Slip at the venue of the meeting.
Name and address of the shareholder/Proxy: _______________________________________________________
Folio No.:_________________________________ ID & Client ID*: ____________________________________
No. of Shares held: ______________________________
I/We hereby record my/our presence at the 22nd Annual General Meeting of the Company to
be held on 28th September, 2017 at 11:30 a.m. at 2nd Floor, Rajlok Building, 24, Nehru Place,
New Delhi- 110019
Signature of the Shareholder or Proxy**: _____________________________________________________________
*Applicable for investors holding shares in electronic form.
**Strike out whichever is not applicable
------------------------------------------------------------------------------------------------------------------------------
RELIGARE FINVEST LIMITED
Registered Office: 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi- 110019
Corporate office : 9th Floor, Tower B, Paras Twin Towers, Golf Course Road,
Sector-54, Gurugram – 122002, Haryana
CIN No. – U74999DL1995PLC064132, Phone: +91-11-46272400, 1860-3000-4111
E-mail: [email protected], [email protected]
Website: www.religarefinvest.com
MGT-11 - Proxy form
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Name of the member (s):
Registered address:
E-mail Id:
Folio No/ Client Id:
DP ID:
I / We, being the member(s) of ………..............…. Shares of Religare Finvest Limited, hereby appoint
1. Name: ___________________________________________ E-mail Id: ___________________________________________
Address:__________________________________________________________________________________________________
____________________________________________________________Signature:_____________________________________
or failing him
2. Name: ___________________________________________ E-mail Id: ___________________________________________
Address:__________________________________________________________________________________________________
____________________________________________________________Signature:_____________________________________
or failing him
3. Name: ___________________________________________ E-mail Id: ___________________________________________
Address:__________________________________________________________________________________________________
____________________________________________________________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 of the Company, to be held on 28th September, 2017 at 11:30 a.m. at
2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi- 110019, and at any adjournment
thereof in respect of such resolutions as are indicated below:
Resolution
No
Resolution Optional*
For Against
Ordinary Business:
1
To receive, consider and adopt the:
a) Annual audited standalone financial statements
of the Company for the financial year ended
March 31, 2017 and the Reports of the Board of
Directors and the Auditors thereon; and
b) Annual audited consolidated financial
statements of the Company for the financial year
ended March 31, 2017 and the Report of the
Auditors thereon.
2 To appoint a Director in place of Mr. Anil Saxena
(DIN: 01555425) who retires from office by rotation
and being, eligible, offers himself for re-appointment.
3 To appoint M/s S.S. Kothari Mehta & Co., Chartered
Accountants (Firm Registration No.: 000756N) as the
Statutory Auditors of the Company to hold office
from the conclusion of ensuing annual general
meeting until the conclusion of the annual general
meeting of the Company to be held for financial year
2021-2022 i.e. for a term of five financial years
(subject to ratification of their re-appointment in
every annual general meeting) and to fix their
remuneration.
Special Business:
4 Appointment of Mr. Maninder Singh as Director of
RFL
5 Appointment of Mr. Daljit Singh as Director of RFL
6 Borrowing by way of issuance of Privately Placed
Non- Convertible Debentures during financial year
2017-2018
*Applicable for investors holding shares in electronic form.
Signed this…… day of……… 2017
______________________________
Signature of shareholder
____________________________
Signature of Proxy holder(s)
Notes:
1. 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.
2. A Proxy need not be a member of the Company.
3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the
aggregate not more than 10% of the total share capital of the Company carrying voting
rights. A member holding more than 10% of the total share capital of the Company carrying
voting rights may appoint a single person as proxy and such person shall not act as a proxy
for any other person or shareholder.
4. *This is only optional. Please put a ‘X’ in the appropriate column against the resolutions
indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the
resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
5. Appointing a proxy does not prevent a member from attending the meeting in person if he
so wishes.
6. In the case of joint holders, the signature of any one holder will be sufficient, but names of
all the joint holders should be stated.
Affix
Revenue
Stamp
ROUTE MAP ∣ RELIGARE
AGM VENUE: 2ND FLOOR, RAJLOK BUILDING, 24, NEHRU PLACE, NEW DELHI- 110019
LANDMARK- EROS HOTEL, NEHRU PLACE, NEW DELHI