RHICL AGM 2018 Notice - final - Religare Health Insurance...RESOLVED FURTHER THAT , Mr. Anuj Gulati,...

NOTICE

NOTICE is hereby given that the 11th

Annual General Meeting of Religare Health Insurance

Company Limited will be held on Saturday, July 28, 2018 at 10.00 a.m. at the Registered

Office of the Company at 5th Floor, 19, Chawla House, Nehru Place, New Delhi-110019 to

transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Revenue Account, Profit & Loss Statement

for the year ended March 31, 2018 and the Balance Sheet as at that date together

with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a director in place of Mr. Sanjay Sharma (DIN: 08004270) who retires by

rotation and being eligible offers himself for re-appointment.

3. To appoint a director in place of Mr. Anuj Gulati (DIN: 00278955) who retires by

rotation and being eligible offers himself for reappointment.

4. To consider and approve the appointment of Auditors and to consider and if thought

fit, to pass with or without modification, the following resolution as Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other

applicable provisions, if any, of the Companies Act, 2013 read with the Companies

(Audit and Auditors) Rules, 2014 (including any statutory modification(s) or

reenactment(s) thereof, for the time being in force), applicable provisions of

Insurance Laws (Amendment) Act, 2015, Guidelines for Corporate Governance for

Insurers, applicable circulars/ guidelines/ Regulations/ Rules issued by IRDAI, the

Company hereby ratifies the appointment of M/s T. R. Chadha & Co. LLP, Chartered

Accountants(Registration No. 006711N/N500028) and M/s S P Chopra &

Co.(Registration No. 000346N) as Joint Statutory Auditors of the Company to hold

office from the conclusion of this Annual General Meeting (AGM) till the conclusion

of the AGM of the Company to be held in the year 2022 at such remuneration as

decided by the Board of Directors of the Company.”

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,

execute and file all such forms, papers and documents with the Registrar of

Companies, NCT of Delhi & Haryana, IRDAI and with other Statutory Authorities, as

may be required and to pay the remuneration and out of pocket expenses to the

said Joint Auditors 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.”

SPECIAL BUSINESS

5A. INCREASE IN REMUNERATION OF MR. ANUJ GULATI, MANAGING DIRECTOR & CEO

OF THE COMPANY

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

resolution as a Special Resolution:

“RESOLVED THAT in accordance with the recommendations of the Nomination and

Remuneration Committee, Board of Directors and pursuant to the provisions of the

Articles of Association of the Company and subject to the provisions of Section 34A

of Insurance Act, 1938 and Insurance Law (Amendment) Act, 2015, the Companies

Act, 2013, if applicable and subject to the approval of IRDAI and any other authority

or such other approval(s) or sanction(s) as may be required, approval of the

shareholders of the Company be and is hereby accorded for increase in the fixed

remuneration of Mr. Anuj Gulati, Managing Director & CEO of the Company to Rs.

2,99,55,500/- per annum with effect from April 1, 2018 on the following terms and

conditions :

i) Basic Salary : Rs. 9,98,517/- per month

ii) Allowances: Following allowances shall be allowed

1. House Rent Allowance: Rs. 4,99,259/-per month

2. Additional Allowance: Rs. 8,53,844/-per month

3. Education Allowance: Rs. 18,000/-per month

4. Car Running Expenses: Rs. NIL/-per month

iii) Contribution to Provident Fund: Rs. 1,19,822/-per month

iv) Leave: According to Rules of the Company.

v) Perquisites: Following perquisite shall be allowed as per the norms of the

company:-

1. Leave Travel Allowance: Rs. 6,250/-per month

2. Medical Reimbursement: Rs. NIL/-per month

3. Car EMI*: Rs. NIL/-per month

4. Group Mediclaim Coverage: Rs. 600/-per month

*In case of any change in contribution towards Group Mediclaim Coverage,

employee benefits or opting for Car Lease, the corresponding amount shall be

adjusted with the Additional Allowance.

In addition to the above, Mr. Anuj Gulati shall also be entitled to the facility of Car,

to be used for Official Purposes.

RESOLVED FURTHER THAT Nomination and Remuneration Committee be and is

hereby authorized to vary the terms and conditions of the appointment and

remuneration within the limits as may be stipulated by Insurance Regulatory and

Development Authority of India from time to time in accordance with the applicable

laws for the time being in force.

RESOLVED FURTHER THAT 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, 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 to delegate the authority to

any other official of the Company 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.”

5B. BONUS FOR THE FINANCIAL YEAR 2017-2018 TO MR. ANUJ GULATI



RESOLVED THAT in accordance with the recommendations of the Nomination &

Remuneration Committee, Board of Directors and pursuant to the provisions of the

Insurance Act, 1938 and Insurance Law (Amendment) Act, 2015, the Companies Act,

2013, if applicable and subject to the provisions of Articles of Association of the

Company, approval of IRDAI and any other Authority or such other approval(s) or

sanctions(s) as may be required, approval of the shareholders of the Company be

and is hereby accorded for payment of bonus of Rs. 2,72,32,300 /- for the FY 2017-

18 to Mr. Anuj Gulati, Managing Director & CEO of the Company, in the manner as

defined in this resolution.

RESOLVED FURTHER THAT in accordance with the recommendations of the

Nomination & Remuneration Committee, Board of Directors and pursuant to the

provisions of the Insurance Act, 1938 and Insurance Law (Amendment) Act, 2015,

the Companies Act, 2013, if applicable and subject to the provisions of Articles of

Association of the Company, approval of IRDAI and any other Authority or such

other approval(s) or sanctions(s) as may be required, approval of the

shareholders of the Company be and is hereby accorded for the payment of One-

time bonus of Rs. 1,36,16,150/- for the FY 2017-18 to be paid to Mr. Anuj Gulati,

Managing Director & CEO of the Company, in the manner as defined in this

resolution.

RESOLVED FURTHER THAT, in accordance with the recommendations of the

Nomination & Remuneration Committee, Board of Directors and pursuant to the

provisions of the Insurance Act, 1938 and Insurance Law (Amendment) Act, 2015,

the Companies Act, 2013, if applicable and subject to the provisions of Articles of

Association of the Company, approval of IRDAI and any other Authority or such

other approval(s) or sanctions(s) as may be required, approval of the

shareholders of the Company, for the payment of the Total Variable Pay in line

with the IRDA’s circular no. IRDA/F&A/GDL/LSTD/155/08/2016 dated August 05,

2016 and Policy on Remuneration of Directors approved by the Nomination and

Remuneration Committee and Board meeting held on November 07, 2017 (i.e.

60% of the Total Variable Pay to be paid now and balance 40% to be paid on pro-

rata basis over a period of not less than 3 years)”

RESOLVED FURTHER THAT 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, returns, certificates, papers and documents as may be considered necessary

or expedient with the Ministry of Corporate Affairs, Insurance Regulatory and

Development Authority, Central Government or to delegate the authority to any

other official of the Company 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.”

6. REGULARIZATION OF THE APPOINTMENT OF MR. DALJIT SINGH AS DIRECTOR OF

THE COMPANY


Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of

Companies Act, 2013 and Rules made thereunder, Mr. Daljit Singh, who was

appointed as an Additional Director with effect from February 15, 2018 on the Board

of the Company in terms of Section 161 of the Companies Act, 2013 and Article of

Association of the Company and who holds office up to the date of this Annual

General Meeting, and in respect of whom a notice has been received from a member

in writing, under Section 160 of the Companies Act, 2013 proposing his candidature

for the office of a Director, be and is hereby appointed as a Non- Executive director of

the company, liable to retire by rotation.

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.”

7. TO APPROVE AMENDMENT NO. 1 TO RELIGARE HEALTH INSURANCE EMPLOYEE

STOCK OPTION SCHEME 2014



“RESOLVED THAT in addition to the earlier resolution passed by the shareholders in

their meeting held on July 25, 2014 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. 1 to Religare Health Insurance Stock Option

Scheme 2014” (Amendment No. 1 Employee) (RHICL Employee scheme 2014 read

with Amendment No. 1 Employee together is termed as “Revised Scheme 2014”).

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 deem necessary, pertinent, desirable, incidental in this regard, in

accordance with the applicable statutory requirements.

RESLOVED FURTHER THAT Mr. Ashok Mehta, Interim CEO - Religare Enterprises

Limited, 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.”

8. TO APPROVE AMENDMENT NO. 1 TO RELIGARE HEALTH INSURANCE CEO STOCK

OPTION SCHEME 2014



“RESOLVED THAT in addition 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. 1 to Religare Health

Insurance CEO Stock Option Scheme 2014” (Amendment No. 1 CEO) (“RHICL ESOP

CEO 2014 read with Amendment No. 1 CEO is termed as “Revised ESOP CEO 2014”)

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 deem necessary, pertinent, desirable, incidental in this regard, in

accordance with the applicable statutory requirements.

RESLOVED FURTHER THAT Mr. Ashok Mehta, Interim CEO - Religare Enterprises

Limited, 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

Sd/-

Place: New Delhi Pratik Kapoor

Date: July 04, 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. The Annual Report for the year ended March 31, 2018 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 Meeting.

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

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

meeting.

8. 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

Annual General Meeting.


Sd/-

Place: New Delhi

Date: July 04, 2018 Pratik Kapoor

Company Secretary

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 2

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

standards

Name Mr. Sanjay Sharma

Age 58 years

Qualifications M Sc.

Experience Worked as Regional Head at Dehradun, Delhi

North, Delhi South, Mumbai North and

Jaipur Regions.

Worked in different capacities in the bank

and having 32 years of experience in various

fields of banking.

Presently heading Delhi Zone of Union Bank

of India. Earlier headed Chennai Zone and

Mumbai Zone of Union Bank of India.

Terms and conditions of appointment/ re-

appointment

The role and responsibilities, as Nominee

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

Nil

Date of first appointment on the Board 15th

February 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 NIL

Memberships/ Chairmanship in other

companies

NIL

Item no. 3


standards

Name Mr. Anuj Gulati

Age 44 years

Qualifications Graduate in Chemical Engineering from IIT, Delhi

and also completed Post Graduate Diploma in

Business Management from IIM, Bangalore.

Experience Mr. Anuj Gulati has over 20 years of experience.

Before joining the Company, he worked with ICICI

Lombard General Insurance Company Limited as

Director for Services and Business Development.

Previously, he has been an entrepreneur and

started his career as a financial analyst with Procter

& Gamble India Ltd.

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 and as per IRDAI Corporate

Governance Guidelines issued by IRDAI as notified

in this regard.

Remuneration proposed to be paid

and remuneration last drawn

The Proposed Remuneration is in accordance to

the Resolution No. 5. Resolution covers the

remuneration in detail. The Total last drawn

Remuneration (Fixed plus Variable) is Rs.

51,988,900.

Date of first appointment on the

Board

23.12.2011

Shareholding in the Company Nil

Relationship with other directors,

managers and KMPs

Nil

No. of meetings attended during the

year

Board – 4/4

Policyholder’s Protection Committee – 4/4

Risk Management Committee – 4/4

Investment Committee – 4/4

Allotment Committee – 3/3

Directorships in other Companies • GAPL Agencies Private Limited

• GAPL Automotive Private Limited

• Gulati Agencies Private Limited


companies



• S C Gulati & Sons - HUF

Item No 5A and 5B

The Members are requested to note that Mr. Anuj Gulati was appointed as Managing

Director & CEO of the Company for a period of five years in the Extra-Ordinary General

Meeting of the Company held on February 20, 2015.

Insurance Regulatory Development Authority of India (“IRDAI”) has approved the

appointment of Mr. Anuj Gulati for a period of five years w.e.f. April 26, 2015.

Based on the recommendations of the Nomination and Remuneration Committee(formerly

known as Remuneration / Compensation Committee), the Board in its meeting held on April

26, 2018, approved the increase in remuneration payable to Mr. Anuj Gulati, as stated in the

Resolution. Further, as on the date of the issue of Notice, the approval of IRDAI is pending.

The proposed remuneration is subject to the provisions of Section 34A of the Insurance Act,

1938.

I. GENERAL INFORMATION:

1. Nature of Industry:

The Company has been incorporated with the objective of carrying on Insurance

Business.

2. Date or expected date of commencement of commercial production:

The Company is engaged in the Health Insurance Business.

The Company obtained R3 license from Insurance Regulatory and Development

Authority on April 26, 2012. It commenced its operations in July 2012.

3. Expected date of commencement of activities as per project approved by financial

institutions:

Not Applicable

4. Financial performance:

During the financial year 2017-18, total Gross Written Premium of the Company is

Rs. 1110.78 crores and net profit (after tax) is Rs. (16.25) crores.

5. Export performance and net foreign exchange collaborations:

The Foreign Exchange earned in terms of actual inflows during the year 2017-2018 is

Rs. 0.30 Crores and the Foreign Exchange outgo in terms of actual outflows during

the year 2017-2018 is Rs. 6.82 crores.

6. Foreign Investments or collaborators:

None

II. INFORMATION ABOUT THE APPOINTEE:

1. Background Details:

Mr. Anuj Gulati, aged 44 years, is a Graduate in Chemical Engineering from IIT, Delhi

and also completed Post Graduate Diploma in Business Management from IIM,

Bangalore.

Mr. Anuj Gulati has over 20 years of experience. Before joining the Company, he

worked with ICICI Lombard General Insurance Company Limited as Director for

Services and Business Development. Previously, he has been an entrepreneur and

started his career as a financial analyst with Procter & Gamble India Ltd.

Mr. Anuj Gulati is responsible for setting up this business and working towards

making Religare Health Insurance as one of the dominant players in the Indian

Health Insurance industry. He has around 15 years of experience in the Insurance

Industry.

Besides his qualifications, he is a person of outstanding caliber and possesses vast

experience and capabilities for managing the increasing business activities of the

Company.

2. Recognition or Awards:

None

3. Job Profile and Suitability of the Appointee:

Mr. Anuj Gulati has around 15 years of relevant experience in the Insurance

Industry. Accordingly, Mr. Anuj Gulati, with his qualifications & experiences in the

Insurance industry, is best suited to the said position.

4. Remuneration Proposed:

Remuneration forms part of the resolution. Mr. Gulati may be granted ESOPs under

the “Religare Health Insurance CEO Stock Option Scheme 2014” with (“ RHICL ESOP

CEO 2014”) alongwith proposed Amendment No. 1 to Religare Health Insurance CEO

Stock Option Scheme 2014” (Amendment No. 1 CEO) (“RHICL ESOP CEO 2014 read

with Amendment No. 1 CEO is termed as “Revised ESOP CEO 2014”). Proposed

Remuneration is subject to the approval of IRDAI. The Nomination & Remuneration

Committee is authorized to grant ESOPs with every increase in the paid-up share

capital of the Company, the ESOPs shall be proportionately granted to the CEO.

6. Comparative remuneration profile with respect to the industry, size of the

Company, profile of the position and person:

Taking into account the future growth plans of the Company, industry benchmark in

general, profile, position, responsibilities, capabilities and invaluable contribution of

Mr. Anuj Gulati in growth of the Company, the proposed remuneration to the

appointee is reasonable and in line with the remuneration levels in the Industry,

across the country and benefits his position.

7. Pecuniary relationship directly or indirectly with the Company or relationship with

the managerial personnel, if any:

Except for the proposed remuneration, Mr. Anuj Gulati does not have any pecuniary

relationship with the Company or with any managerial personnel except that Mr.

Anuj Gulati currently holds Employee Stock Options under Revised ESOP CEO 2014.

III. OTHER INFORMATION

1. Reasons of loss or inadequate profits:

The Company was incorporated with the objective of carrying on Insurance Business

and had applied with the Insurance Regulatory and Development Authority of India

(IRDAI) for registration as an insurance company.

Post registration with IRDAI, the Company has started its operations in July 2012.

However, insurance business being capital intensive in nature has long gestation

period which necessitates huge investments and costs in the initials years to start the

operations and thereby incur less profits. However, once the Company reaches the

critical level, it starts generating huge profits.

2. Steps taken or proposed to be taken for improvement:

N. A.

3. Expected increase in productivity and profits:

Since the Insurance business necessitates huge investments and costs in the initial

years to start the operations, the Company is expected to grow in the coming years.


standards

Name Mr. Anuj Gulati

Age 44 years

Qualifications Graduate in Chemical Engineering from IIT,

Delhi and also completed Post Graduate

Diploma in Business Management from IIM,

Bangalore.

Experience Mr. Anuj Gulati has over 20 years of

experience. Before joining the Company, he

worked with ICICI Lombard General Insurance

Company Limited as Director for Services and

Business Development. Previously, he has

been an entrepreneur and started his career

as a financial analyst with Procter & Gamble

India Ltd.


appointment


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.



The Proposed Remuneration is in accordance

to the Resolution No. 5. Resolution covers the

remuneration in detail. The Total last drawn

Remuneration (Fixed plus Variable) is Rs.

51,988,900.

Dare of first appointment on the Board 23.12.2011

Shareholding in the Company Nil


and KMPs

Nil

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

Policyholder’s Protection Committee – 4/4

Risk Management Committee – 4/4

Investment Committee – 4/4

Allotment Committee – 3/3

Directorships in other Companies • GAPL Agencies Private Limited




companies



• S C Gulati & Sons - HUF

Your Board recommends the Resolution for approval of the Shareholders by way of a Special

Resolution.

None of the Directors, Key Managerial Personnel of the Company and their relatives, is in

any way, are interested or concerned in the proposed Resolution except Mr. Anuj Gulati.

Item No. 6

Mr. Daljit Singh was appointed as an Additional Director of the Company, with the effect

from February 15, 2018 under section 161(1) of the Companies Act 2013, and his term as an

Additional Director expires on the date of forthcoming Annual General Meeting in

accordance with the Section 161(1), of the Companies Act 2013, and applicable provisions of

the Article of the Association of the Company.

The Company is in receipt of Notice under Section 160 of the Companies Act, 2013

proposing his candidature as Director of the Company and also received all the requisite

disclosures as required under the Companies Act, 2013.


standards

Name Mr. Daljit Singh

Age 65 years

Qualifications Graduate from the Indian Institute of

Technology, Delhi

Experience He is an acknowledged expert and thought

leader in the domain of Healthcare Delivery. He

has over 43 years of rich management

experience in the Corporate Sector.


appointment


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.



Nil

Dare of first appointment on the Board 15th

February, 2018

Shareholding in the Company NIL


and KMPs

NIL

No. of meetings attended during the year Board Meeting – 1

Directorships in other Companies • Fortis Hospotel Limited

• Fortis La Femme Limited

• Fortis Malar Hospitals Limited

• Dion Global Solutions Limited

• Globehealer India Private Limited

Memberships/ Chairmanship of Committees

of Others Boards

Dion Global

solutions Limited

Nomination and

Remuneration committee-

Member

Fortis Malar

Hospitals Limited

• Audit and Risk

Management

Committee – Member

• Nomination &

Remuneration

Committee – Member

• Stakeholders

Relationship

Committee - Member

• Corporate Social

Responsibility

Committee - Member

The Director proposed, if appointed, shall be liable to retire by rotation and shall be

appointed as a Non – Executive Director.

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 other Directors, Key Managerial Personnel and their relatives are in any way

concerned or interested in this Resolution, except Mr. Daljit Singh to the extent of his

appointment.

Item no. 7

Introduction of Amendment No. 1 to Religare Health Insurance Employee Stock Option

Scheme 2014.

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

Insurance Employee Stock Option Scheme 2014 (RHICL ESOP Scheme, 2014). It is proposed

to vary the Employee Stock Option Scheme through proposed Amendment No. 1 to Religare

Health Insurance Employee Stock Option Scheme 2014” (Amendment No. 1 Employee)

(“RHICL ESOP Scheme 2014 read with Amendment No. 1 Employee is termed as “Revised

Scheme 2014”).

Further, the Revised Scheme 2014 provides for grant of Options up to 7.5% of the issued

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

the Company to the employees and directors of the Holding Company, Subsidiary and

Associate Companies of the Company in accordance to the resolution passed by the

shareholders in its meeting held on July 25, 2014. This 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 9.1 (a) titled “Exercise Price” of the

said Scheme, will be omitted and substituted to

read as follows:

“9.1 (a) The Exercise Price shall be:

i. The Exercise Price upto INR 550 Crores of

capital to be at INR 10 per Option

(including new and unallocated grant/

common pool)

ii. The Exercise Price above INR 550 Crores of

capital, shall be a minimum of face value

and the maximum of fair value”

2. In Clause 8 titled “Vesting Schedule and Vesting

Conditions” of the ESOP Scheme, Sub-Clause 8.5

shall be inserted after Sub-Clause 8.4, to read as

under:

“8.5. All the Options granted to the Employees

which are unvested and have completed at least 1

year from the date of Grant, shall be deemed to

be vested with immediate effect irrespective of

the Vesting Schedule as defined in the ESOP Grant

letter communicated to the employee.”

3. The remaining terms conditions and clauses of the

ESOP Scheme shall remain valid and operation.

• 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) in accordance to resolution approved by the

shareholders in it meeting held on July 25, 2014.

As the Revised Scheme 2014 provides for issue of shares to be offered to persons other than

existing shareholders of the Company, consent of the members is being sought pursuant to

Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013.

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.

Item No. 8

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

Insurance CEO Stock Option Scheme 2014 (“RHICL ESOP CEO 2014”). It was thought fit to

revise the RHICL ESOP CEO 2014 as proposed through Amendment No. 1 to Religare Health

Insurance CEO Stock Option Scheme 2014” (Amendment No. 1 CEO) (“RHICL ESOP CEO 2014

read with Amendment No. 1 CEO is termed as “Revised ESOP CEO 2014”).

Further, the Revised ESOP CEO 2014 provides for grant of Options up to 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 requires approval of members by way of a

special resolution which is being proposed. The main features 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 9.1 (a) titled “Exercise Price”

of the said ESOP Scheme, will be omitted

and substituted to read as follows:

“9.1 (a) The Exercise Price shall be:

i. The Exercise Price upto INR 550

Crores of capital to be at INR

10 per Option (including new

and unallocated grant/

common pool)

ii. The Exercise Price above INR

550 Crores of capital, shall be a

minimum of face value and the

maximum of fair value”

2. Existing Clause 9.2 titled “Provisions related

to Exercise Price for category 3 Options” of

the ESOP Scheme, will be omitted and

substituted to read as follows:

“The Exercise Price shall be INR 10 for Category 3 Options”

3. In Clause 8 titled “Vesting Schedule and

Vesting Conditions” of the ESOP Scheme,

the following Sub-Clause 8.5 shall be

inserted after Sub-Clause 8.4:

“8.5. All the Options granted to the Employees which are unvested and have completed atleast 1 year from the date of Grant, shall be deemed to be vested with immediate effect irrespective of the Vesting Schedule as defined in the ESOP Grant letter communicated to the employee.”

4. The remaining terms conditions and clauses

of the ESOP Scheme shall remain valid and

operation.

• 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) in accordance to the resolution passed by shareholders in its

meeting held on July 25, 2014.

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.


Place: New Delhi sd/-

Date: July 04, 2018 Pratik Kapoor

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 11TH ANNUAL GENERAL MEETING

I/We hereby record my/our presence at the 11th

Annual General Meeting of the Company

held on Saturday, July 04, 2018 at 10.00 a.m. at the Registered Office of the Company i.e.

Religare Health Insurance Company Limited, 5th

Floor, 19, Chawla House, Nehru Place, New

Delhi-110019.

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 receive, consider and adopt the audited revenue account, Profit & Loss

Statement for the year ended March 31, 2018 and the Balance Sheet as at

that date together with the Reports of the Board of Directors and the

Auditors thereon.

2 To appoint a director in place of Mr. Sanjay Sharma who retires by rotation

and being eligible offers himself for re-appointment.

3 To appoint a director in place of Mr. Anuj Gulati who retires by rotation

and being eligible offers himself for re-appointment.

4 Ratification of appointment of M/S T. R. Chadha & Co. LLP and M/s S. P.

Chopra & Co., joint Statutory Auditors of the Company and fix their

remuneration.

5A Increase in remuneration of Mr. Anuj Gulati, Managing Director & CEO of

the Company.

5B Bonus (Total Variable Pay) to be paid to Mr. Anuj Gulati.

6 Appointment of Mr. Daljit Singh as Director liable to retire by rotation.

7 To approve Amendment No. 1 to Religare Health Insurance Employee Stock

Option Scheme 2014

8 To approve Amendment No. 1 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 l Religare Health Insurance Company Limited

AGM Venue – 5th

Floor, 19, Chawla House, Nehru Place, New Delhi-110019

Landmark- Near Modi Tower, Nehru Place

RHICL AGM 2018 Notice - final - Religare Health Insurance...RESOLVED FURTHER THAT , Mr. Anuj Gulati,...

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