RELIGARE FINVEST LIMITED...Corp. Office: 9th Floor, Tower B, Paras Twin Towers, Sector 54, Golf Course Road, Gurgaon – 122002 (Haryana), India, Phone +91 124 6180200 ; [email protected]

Religare Finvest Limited CIN: U74999DL1995PLC064132 Regd. Office: 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi-110019, Phone: +91-11-4627 2400, Fax No.: +91-11-4627 2447 Corp. Office: 9th Floor, Tower B, Paras Twin Towers, Sector 54, Golf Course Road, Gurgaon – 122002 (Haryana), India, Phone +91 124 6180200 www.religarefinvest.com ; [email protected] 1860-266-4111

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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

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 FOR THE EXTRA-ORDINARY GENERAL MEETING (‘EGM’) OF RELIGARE FINVEST

LIMITED (‘RFL/ THE COMPANY’)

SHORTER NOTICE is hereby given that the Extra-Ordinary General Meeting (‘EGM’) of the

Members of Religare Finvest Limited (‘RFL/ the Company’) will be held on Tuesday, 5th day of

March, 2019 at 2:00 p.m. at 1st Floor, Plot No. A-3/4/5, Prius Global, Sector 125, Noida – 201301 to

transact the following special business:

SPECIAL BUSINESS

ITEM NO. 1

RFL - EMPLOYEE STOCK OPTION SCHEME 2019 FOR THE EMPLOYEES OF THE COMPANY

To consider and approve the proposed matter if thought fit, to pass with or without

modification(s) the following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions

of the Companies Act, 2013, read with Rule 12 of the Companies (Share Capital and Debentures)

Rules, 2014, (including any statutory modification(s) or re-enactment(s) thereof for time being in

force) (the “Act”) and subject to the provisions contained in the Memorandum and Articles of

Association of the Company, any rules, guidelines and regulations issued by the Reserve Bank of

India or any other statutory authority and subject to other applicable law, approvals, permissions

and sanctions as may be necessary, subject to such other approval, if required, under any

contractual obligation(s) and subject to such conditions and modifications as may be prescribed or

imposed while granting such approvals, permissions and sanctions which may be agreed to by the

Board of Directors (hereinafter referred to as the ‘Board' which term shall be deemed to include

any Nomination and Remuneration Committee constituted / re-constituted by the Board or any

other committee which the Board may constitute to exercise its powers, including the powers

conferred by this Resolution), consent and approval of the Members be and is hereby accorded to

the Board to introduce and implement the ‘RFL Employee Stock Option Scheme 2019’ (hereinafter

referred to as the “ESOP Scheme 2019”) to create, grant, issue, offer and allot directly at any time

or from time to time to the present and future permanent employees of the Company in India or

outside India including whole-time directors selected on the basis of criteria prescribed by the


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Board or a Committee thereof in accordance with the applicable regulation, except a promoter or a

person who belongs to the promoter group, a director who directly or indirectly holding more than

10% of the issued capital and an independent director (hereinafter referred to as the “Eligible

Employees" of the Company) such number of options as the Board may decide, which would result

in Equity Shares not exceeding 10% of the expanded share capital of the Company (inclusive of the

equity shares to be allotted pursuant to stock options granted under the ESOP Scheme 2019 and as

considered after taking into account any other equity shares including convertible instruments as

may be issued by the Company during the currency of the ESOP Scheme 2019) in one or more

tranches at such price and on such terms and conditions as may be determined by the Board.

RESOLVED FURTHER THAT outstanding Options granted under ESOP SCHEME 2019 before any

corporate action i.e. issue of bonus shares or stock splits or consolidation of shares, merger, sale of

division/undertaking etc. shall be suitably and fairly adjusted for the number as well as the exercise

price as applicable and such outstanding Options may be further adjusted at the discretion of the

Board for any corporate action(s).

RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, evolve,

decide upon and bring into effect the ESOP SCHEME 2019 as per the terms approved in this

resolution and at any time to modify, change, vary, alter, amend, suspend or terminate ESOP

SCHEME 2019 subject to compliance with the applicable laws and regulations and to do all such

acts, deeds, matters and things as it may in its absolute discretion deem fit, for such purpose and

also to settle any issues, questions, difficulties or doubts that may arise in this regard without being

required to seek any further consent or approval of the members of the Company provided such

variation, amendment, modification or alteration is not detrimental to the interests of the Eligible

Employees, and that the members shall be deemed to have given their approval thereto expressly

by the authority of this Resolution and further to execute all such documents, writings and to give

such directions and/or instructions as may be necessary or expedient to give effect to such

modification, change, variation, alteration, amendment, suspension or termination of the ESOP

SCHEME 2019 and do all other things incidental to and ancillary thereof.

RESOLVED FURTHER THAT the Equity Shares allotted and/or acquired by the employees in

accordance with the provisions of the ESOP Scheme 2019 shall rank pari passu in all respects with

the Equity Shares of the Company including with respect to dividend.

RESOLVED FURTHER THAT the Company shall confirm to the accounting policies as applicable to

the Company, from time to time;

RESOLVED FURTHER THAT the Board or any person (s) as authorized by the Board be and is

hereby authorized to do all such acts, deeds, and things as it may in its absolute discretion deem

necessary including appointment of various intermediaries, advisors, consultants or

representatives for effective implementation and administration of the ESOP SCHEME 2019 as also

to make applications to the appropriate authorities for obtaining their requisite approvals as also

to initiate all necessary actions for and to settle all such questions, difficulties or doubts

whatsoever that may arise and take all such steps and decisions in this regard to give full effect to

the aforesaid resolution.


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RESOLVED FURTHER THAT a certified copy of this Resolution be provided to all concerns under

the hand of a Director or CEO or the Company Secretary of the Company.”

ITEM NO. 2

RFL - EMPLOYEE STOCK OPTION SCHEME 2019 FOR THE EMPLOYEES OF THE HOLDING

COMPANY/SUBSIDIARY COMPANIES



"RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions of

the Companies Act, 2013, read with Rule 12 of the Companies (Share Capital and Debentures) Rules,

2014, (including any statutory modification(s) or re-enactment(s) thereof for time being in force)

(the “Act”) and subject to the provisions contained in the Memorandum and Articles of Association

of the Company, any rules, guidelines and regulations issued by the Reserve Bank of India or any

other statutory authority and subject to other applicable law, approvals, permissions and sanctions

as may be necessary, subject to such other approval if required under any contractual obligations

and subject to such conditions and modifications as may be prescribed or imposed while granting

such approvals, permissions and sanctions which may be agreed to by the Board of Directors

(hereinafter referred to as the ‘Board' which term shall be deemed to include any Nomination and

Remuneration Committee constituted / re-constituted by the Board or any other committee which

the Board may constitute to exercise its powers, including the powers conferred by this resolution),

consent and approval of the Members be and is hereby accorded to the Board to introduce and

implement the ‘RFL Employee Stock Option Scheme 2019’ (hereinafter referred to as the “ESOP

Scheme 2019”) to create, grant, issue, offer and allot directly, at any time or from time to time to

permanent employees and/or directors of (a) the subsidiary company(ies) of the Company in India

or outside India, or (b) of a holding company of the Company (hereinafter referred to as the

“Eligible Employees" of the Company), such number of options as the Board may decide, which

would result in Equity Shares upto 10% of the expanded share capital of the Company (inclusive of

the equity shares to be allotted pursuant to stock options granted under the ESOP Scheme 2019 and

as considered after taking into account any other equity shares including through convertible

instruments as may be issued by the Company during the currency of the ESOP Scheme 2019) in one

or more tranches at such price and on such terms and conditions as may be determined by the

Board.

RESOLVED FURTHER THAT outstanding Options granted under ESOP SCHEME 2019 before any

corporate action i.e. issue of bonus shares or stock splits or consolidation of shares, merger, sale of

division/undertaking etc. shall be suitably and fairly adjusted for the number as well as the exercise

price as applicable and such outstanding Options may be further adjusted at the discretion of the

Board for any corporate action(s).

RESOLVED FURTHER THAT the Board be and is hereby authorized to devise, formulate, evolve,

decide upon and bring into effect the ESOP SCHEME 2019 as per the terms approved in this

resolution and at any time to modify, change, vary, alter, amend, suspend or terminate ESOP

SCHEME 2019 subject to compliance with the applicable laws and regulations and to do all such


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acts, deeds, matters and things as it may in its absolute discretion deem fit, for such purpose and

also to settle any issues, questions, difficulties or doubts that may arise in this regard without being

required to seek any further consent or approval of the members of the Company provided such

variation, amendment, modification or alteration is not detrimental to the interests of the Eligible

Employees, and that the members shall be deemed to have given their approval thereto expressly

by the authority of this Resolution and further to execute all such documents, writings and to give

such directions and/or instructions as may be necessary or expedient to give effect to such

modification, change, variation, alteration, amendment, suspension or termination of the ESOP

SCHEME 2019 and do all other things incidental to and ancillary thereof.

RESOLVED FURTHER THAT the Equity Shares allotted and/or acquired by the eligible employees

in accordance with the provisions of the ESOP Scheme 2019 shall rank pari passu in all respects with

the existing Equity Shares of the Company including with respect to dividend.


the Company, from time to time.









RESOLVED FURTHER THAT a certified copy of this Resolution be provided to all concerned under


ITEM NO. 3

GRANT OF OPTIONS UNDER RFL EMPLOYEE STOCK OPTION PLAN 2019 (“ESOP SCHEME

2019”) TO THE EMPLOYEES EQUIVALENT TO OR EXCEEDING 1% OF THE CURRENT ISSUED

SHARE CAPITAL OF THE COMPANY



"RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions

of the Companies Act, 2013, read with Rule 12 of the Companies (Share Capital and Debentures)


force) (the “Act”)and any other applicable law, regulation, policy or guideline, as applicable, subject

to the provisions contained in the Memorandum of Association and Articles of Association of the

Company, any rules, guidelines and regulations issued by the Reserve Bank of India, or any other

statutory authority, subject to such other approval, if required under any contractual obligations

and subject to other applicable laws, approvals, permissions and sanctions as may be necessary,

and subject to such conditions and modifications as may be prescribed or imposed while granting


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such approvals, permissions and sanctions which may be agreed to by the Board of Directors

(hereinafter referred to as the ‘Board' which term shall include the Nomination and Remuneration

Committee constituted / re-constituted by the Board or any other committee which the Board

may constitute to exercise its powers, including the powers conferred by this resolution) consent

and approval of the Members be and is hereby accorded to the Board to offer and grant from time

to time such number of Options in one or more tranches under ESOP Scheme 2019 exercisable

into equal number of Equity Shares of face value of Rs. 10/- each fully paid up as per terms of ESOP

Scheme 2019, which may equivalent or exceed 1% of the current issued capital (excluding

outstanding warrants and conversions) of the Company at the time of grant of Option to the

following employee of the Company:

Name and Designation of Eligible Employee Number of Options to be granted

Mr. Sanjay D Palve, CEO of Religare Finvest Limited 6,552,382 stock options of Religare Finvest

Limited (RFL) constituting 2.5% of current

issued capital

RESOLVED FURTHER THAT the equity shares so issued and allotted under the ESOP Scheme 2019

shall in all respects rank pari passu inter se and shall also in all respects rank pari passu with the

existing equity shares of the Company.


the Company, from time to time;









RESOLVED FURTHER THAT a certified copy of this Resolution be provided to all concerned under


ITEM NO. 4

SALE/ ASSIGNMENT/ SECURITIZATION OF LOAN RECEIVABLES OF RELIGARE FINVEST

LIMITED

To consider and approve the proposed matter and if thought fit, to pass with or without

modification(s) the following resolution as Special Resolution under Section 180 (1) (a) of

the Companies Act, 2013:

“RESOLVED THAT pursuant to Section 180(1)(a) and other applicable provisions of the

Companies Act, 2013 (“Act”) and the rules therein (including any amendments thereto or re-

enactment thereof), any applicable regulations / norms / circulars / directions / instructions


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prescribed / issued by the Reserve Bank of India from time to time or any other regulators or any

competent authorities, subject to the any other approval(s)/ confirmation(s)/ direction(s) as may

be required in this regard from any relevant regulatory / statutory authority(ies) and clarifications

issued thereon from time-to-time, the consent of the members be and is hereby accorded to the

Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be

deemed to include any committee which the Board may have constituted or hereinafter constitute

to exercise its powers including the powers conferred by this resolution) or to person (s) as may be

authorized by the Board to sell /assign/securitize/transfer etc. loan receivables of the Company

including the loan receivables which have been categorized as Non-Performing Assets in the books

of the Company due from borrowers from time to time provided that the aggregate amounts of

such transactions to be entered into individually or taken together with previous transactions

during a financial year shall not exceed INR 1500 Crores in that financial year.

RESOLVED FURTHER THAT Board or any person (s) as authorized by the Board be and are hereby

authorized to finalize, negotiate the terms & conditions, approve, modify, finalize, sign and execute

any agreement, power of attorney and any such other transaction documents as may be required to

give effect to this Resolution including any application, indemnity and all renewals and/or

amendments thereto, including any registration of the transaction documents with any statutory /

regulatory authority, quasi-judicial authority as may be required to give effect to the said

Resolution.

By order of the Board of Directors

For Religare Finvest Limited

Sd/-

Place: Noida

Punit Arora

Date: February 27, 2019 Company Secretary

Membership No-ACS 18880

Address- Tower- A, Plot No. 3, 4 & 5,

Prius Global, Sector 125, Noida-201301


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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 EGM is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT 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 EGM.

5. Members / Proxies should fill in the attendance slip for attending the EGM. Attendance slip and

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

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

Registered Office of the Company during business hours between 11: 00 A.M. to 6:00 P.M. on

working days except on holidays, up to the date of the EGM.

7. 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

holdings should be obtained from the concerned Depository Participant and holdings should be

verified.

8. The Notice of the EGM will be available on the Company's website: www.religarefinvest.com.

9. The Meeting is being called at shorter notice scheduled to be held on Tuesday, March 5, 2019.

10. The consent to conduct the EGM at a shorter notice, requested from the Members is enclosed

with the notice. Members are requested to provide the signed consent to the Company at

[email protected]/[email protected] before the date of EGM.

11. Landmark for location of meeting: Behind Amity University, Sector 125, Noida – 201301. Route

map of the location is posted on website of the Company and also annexed herewith this

Notice.


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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

In terms of Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out all

the material facts relating to the Item No. 1 to 4 of the accompanying Notice:

ITEM NO. 1 AND ITEM NO. 2

Religare Finvest Limited (“RFL / Company”) established as a non-deposit taking systemically

important Non-Banking Finance Company registered with the Reserve Bank of India is committed

to provide debt capital to the ever-growing promising sector of medium and small business owners,

propellers of India’s economy. Our experienced senior management and leadership team has

created a unique SME focused business model that is guided by the principle of ‘In our customers’

success lies ours’.

The Company consistently believes in the philosophy of creating entrepreneurial teams to operate

its businesses and create superior shareholder return. It would be implemented keeping in view the

incentivization requirements of the key employees of the Company/holding company/subsidiaries

through equity based compensation. Equity based compensation is considered to be an integral part

of employee compensation across sectors which enables alignment of personal goals of the

employees with organizational objectives. They help Companies to attract, retain and motivate the

best available talent. Stock options have gone a long way in providing an opportunity to participate

in the growth of the Company and creating long term wealth in their hands. Therefore, the Company

is contemplating to design long term incentive plan in order to attract, reward and retain talented

and key employees in the competitive environment and encourage them to align individual

performance with the organizational goals.

Members are further requested to note that the Board of Directors considers it appropriate to

extend the proposed ESOP Scheme 2019 to the employees / directors of the holding / subsidiary

company (ies), as may be decided by the Board of Directors or Nomination and Remuneration

Committee thereof to motivate and retain the best talent.

Accordingly, the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which

term shall include the Nomination and Remuneration Committee constituted by the Board or any

other committee which the Board may constitute and to exercise its powers, including the powers

conferred by this resolution), in their meeting dated February 6, 2019 have approved Religare

Finvest Limited Employee Stock Option Plan 2019 (“Scheme/ ESOP SCHEME 2019”) for the

permanent employees and directors whether a whole-time director or not (other than Promoters of

the Company, Independent Directors and Directors holding directly or indirectly more than 10% of

the outstanding Equity Shares of the Company) of the Company and its present and future holding

company and subsidiary company(ies) (hereinafter referred to as “Employees”).

In terms of provisions of Section 62(1)(b) and other applicable provisions of the Companies Act,

2013, if any read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014,

(including any statutory modification(s) or re-enactment(s) thereof for time being in force) (the

“Act”), for issue of Shares to persons other than the existing Members of the Company, the approval


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of the existing Members by way of Special Resolution is required. Accordingly, the Special

Resolution set out in Item No. 1 is proposed for seeking approval of members for the formulation

and implementation of the “Religare Finvest Limited Employee Stock Option Plan 2019 (“ESOP

SCHEME 2019 / Scheme”) and issue of shares under the said Scheme to the Employees as detailed

in the resolutions.

Further, in terms of provisions of Section 62(1)(b) and other applicable provisions of the

Companies Act, 2013, if any read with Rule 12 of the Companies (Share Capital and Debentures)


force) (the “Act”) approval of the shareholders by way of separate Special Resolution is also

required to be obtained by the Company, if the benefits of the ESOP SCHEME 2019 are to be

extended to the employees of the holding/subsidiary Company. Accordingly, the special resolution

set out at Item No. 2, proposing to cover the Employees of the present and future holding and

subsidiary companies of the Company under the ESOP SCHEME 2019 is placed for seeking approval

of the members.

The salient features of the ESOP SCHEME 2019 are as under:

a. Brief description of the Scheme – ESOP SCHEME 2019

This Scheme shall be called the “Religare Finvest Limited Employees Stock Option Plan 2019

(hereinafter referred to as “Scheme / ESOP SCHEME 2019”) and shall extend its benefits to

(a)permanent employee of the Company who has been working in India or out of India; (b) a

director of the Company, whether a whole time director or not but excluding an independent

director; or (c) an employee as defined in (a) or (b) above of a subsidiary , in India or outside

India or of a holding Company of the Company hereinafter referred to as “Employees”.

The Scheme will be implemented via Direct Route wherein the Company will allot fresh equity

shares of the Company to the Employees and shall be administered by the Nomination and

Remuneration Committee (“Committee”).

The Company proposes to introduce ESOP SCHEME 2019 to attract, reward and retain talented

and key eligible employees of the Company and of its holding/Subsidiaries in the competitive

environment and encourages them to align individual performance with the organizational

goals. The Company also wishes to attract and retain top performers, motivate employees to

achieve business goals, reward performance with ownership and align employees’ interests

with those of Shareholders. The Company views employee stock options as instruments that

would enable the employees to share the value they would create and contribute to the

Company in the years to come.

b. Total number of Options to be granted

The maximum number of options that may be issued pursuant to this Scheme shall not exceed

10% of expanded share capital of the Company (inclusive of the equity shares to be allotted

pursuant to stock options granted under the ESOP Scheme 2019 and as considered after taking

into account any other equity Shares including through convertible instruments).


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If any Option granted under the Scheme lapses or is forfeited or surrendered under any

provision of the Scheme, such option shall be available for further grant under the Scheme as

per the discretion of the Committee.

c. Appraisal Process and Eligibility Criteria for Identification of class of employees

entitled to participate in the ESOP Scheme 2019

Following Employees are entitled to participate in the ESOP SCHEME 2019

1. a permanent employee of the Company who has been working in India or out of India; or

2. a director of the Company, whether a whole time director or not, but excluding an

independent director; or

3. an employee as defined in clause 1 or 2 of a subsidiary, in India or outside India, or of a

holding company of the Company

but does not include:

(a) an employee who is a Promoter or a person belonging to the Promoter Group; or

(b) a director who either himself or through his/her relative or through any body corporate,

directly or indirectly, holds more than ten percent of the outstanding Shares of the

Company;

In determining the eligibility of an Employee to receive Options under the Scheme, the

Committee may consider the qualification, experience, hierarchy level in the organization or

performance of an Employee as indicated by the annual performance appraisal, minimum

period of service, the position and responsibilities of an Employee, the criticality of the role to

the Company, his/her present and potential contribution to the success of the Company, past

service and such other factors that the Committee may deem relevant.

d. Requirements of vesting, period of vesting and maximum period within which the

Options shall be vested

All the options granted on any date shall vest not earlier than 1 (one) year and not later than a

maximum of 6 (Six) years from the date of grant of options or such other period as may be

decided by the Committee from time to time. The Committee may extend, shorten or otherwise

vary the vesting period from time to time, in accordance with the applicable law and in the

interest of the option grantee.

The vesting of Stock Options could also be contingent on achievement of certain performance

conditions more particularly set forth in the Grant.

e. Maximum period within which the options benefit shall be vested;

The maximum period within which the Options shall be vested under the Scheme shall be six

years from the date of the Grant or such other period as may be decided by the Committee from

time to time.


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f. Exercise Price or pricing formula

The Exercise Price for the Options granted shall be the Fair Market Value (“FMV”) of Shares or

such other price as may be determined by the Committee but shall not be less than face value of

shares.

The “Fair Market Value of Share” shall mean latest fair value per share, but not more than

twelve months old, for the Company as determined most recently prior to the Grant date, which

may be determined by the Committee basis merchant banker or Chartered accountant

valuation, or basis recent transaction or any other methodology as adopted by the Company.

Also, in case the Company gets listed, then the latest available closing price immediately prior

to the grant date on the stock exchange having higher trading volume shall be considered as

FMV.

g. Exercise Period and the process of Exercise

Exercise Period would commence from the vesting date and would expire not later than 8

(Eight) years from the date of vesting of Options or such other period as may be decided by the

Committee.

The vested Options are exercisable by the Employees by a written application to the Company

expressing his / her desire to exercise such Options in such manner and on execution of such

documents as may be prescribed by the Committee from time to time. The Options shall lapse if

not exercised within the Exercise Period.

h. Maximum number of Options to be issued per employee and in aggregate

The maximum number of options that may be issued pursuant to this Scheme shall not exceed

10% of expanded share capital of the Company (after taking into account any other equity

Shares including through convertible instruments).

The Committee will determine the maximum options that can be granted to any Employee and

it may grant options to any Employee, equal to or exceeding 1% in any one year of the issued

capital of the Company at the time of grant of Options, subject to prior approval of

shareholders in accordance with applicable laws.

i. Maximum quantum of benefits to be provided per employee under the ESOP SCHEME

2019

The maximum quantum of benefits underlying the Options issued to an Employee shall depend

upon the fair market value of the shares as on the date of exercise of Options.

j. Whether ESOP SCHEME 2019 is to be implemented and administered directly by the

Company or through a trust


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ESOP SCHEME 2019 shall be implemented and administered directly by the Company through

its Committee.

k. Whether the ESOP SCHEME 2019 involves new issue of shares by the Company or

secondary acquisition by the trust or both

ESOP SCHEME 2019 contemplates only fresh/new issue of equity shares by the Company.

l. The amount of loan to be provided for implementation of the scheme(s) by the

company to the trust, its tenure, utilization, repayment terms, etc.

Not applicable as the Scheme is being implemented through direct route.

m. Maximum percentage of Secondary Acquisition that can be made by the trust for the

purpose of the scheme

Not applicable as the Scheme is being implemented through direct route.

n. Accounting and Disclosure Policies

The Company shall comply with guidelines or accounting standards as may be applicable, from

time to time. The Company shall follow the relevant Indian Accounting Standards (Ind-AS),

prescribed from time to time, including the disclosure requirements.

o. Lock in period sale of shares exercised under the scheme

The Shares allotted upon Exercise of Vested options in accordance with the Scheme are not

subject to any lock in period.

p. Method of valuation of options

The Company shall use the Fair Value method for valuation of the Options granted to calculate

the employee compensation cost.

Notwithstanding the above, the Company may adopt any other method as may be required

under the applicable laws.

q. Conditions under which options vested in employee may lapse

If a Grantee’s employment with the Company terminates for Cause, then the Options, to the

extent not previously exercised, will lapse on the date of such termination of employment.

“Cause” shall include (i) engaging by a Grantee in wilful, reckless or grossly negligent

misconduct which is determined by the Committee to be detrimental to the interest of the


13

Company or any of its affiliates, monetarily or otherwise, or (ii) a Grantee pleading guilty to or

conviction of a felony, or (iii) fraud, misfeasance, breach of trust or wrongful disclosure of any

secret or confidential information about the Company by the Grantee to any third party, or (iv)

employment of a Grantee in any other organisation or provision of services by a Grantee for any

other organisation, or (v) any other reason which is determined by the Committee to be

detrimental to the interest of the Company.

r. Specified Time Period within which the employee shall exercise the vested options in

the event of a proposed termination of employment or resignation of employee

If a Grantee’s employment with the Company is terminated due to voluntary resignation on the

part of the Grantee, then all Options not vested in the Employee as on the date of termination

shall lapse forthwith. The Vested Options can be exercised by an Employee prior to the expiry of

Exercise Period or within three months from the date of cessation, whichever is earlier. If a

Grantee’s employment with the Company terminates due to completion of his/her employment

contract, then all Options which are not vested at the time of such termination shall lapse

forthwith. The Vested Options can be exercised by such Grantee prior to the expiry of Exercise

Period. For the purposes of this clause, employment shall deemed to have terminated on the

last day of such Grantee’s employment with the Company.

However, resignation on account of leaving the Company for joining any of the group company

of the Company will be regarded as employment transfers within the Company and will not be

regarded as resignation or termination under this clause.

In case of termination of employee for the “Cause”, please refer the clause (q) above.

Members are requested to note that it is proposed to seek the approval of the Members of the

Company in terms of Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the

Companies (Share Capital and Debentures) Rules, 2014 for the introduction and

implementation of the ESOP Scheme 2019.

The Board recommends the above resolution for your approval by way of special resolution.

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

concerned or interested, financially or otherwise, in the Special Resolution(s) set out at Item No. 1

and Item No. 2 of this EGM Notice, except to the extent of the options / equity shares that may be

granted / offered to them under the ESOP Scheme 2019.

ITEM NO. 3

Pursuant to the provisions of Section 62(1)(b) and other applicable provisions of the Companies

Act, 2013, if any read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014,

(including any statutory modification(s) or re-enactment(s) thereof for time being in force) (the

“Act”), approval of member(s) by way of a separate Special Resolution is also required to be

obtained by the Company, if the Scheme involves grant of options to identified employees, during


14

any one year, equal to or exceeding one percent of the issued capital (excluding outstanding

warrants and conversion) of the Company at the time of grant of Option.

The Company, on August 17, 2018, has appointed Mr. Sanjay D Palve as Chief Executive Officer of

the Company. Mr. Sanjay D. Palve holds a total post qualification experience of over 21 years in

wholesale banking businesses such as Corporate Banking, Corporate Finance, Structured Finance,

Financial Restructuring, Priority Sector Lending and Loan Syndication with a demonstrated and

excellent track record in building and leading large financial business with reputed organizations

such as Yes Bank Ltd., ICICI Bank Ltd., L&T Ltd. among others. He was associated with Yes Bank

Ltd. for over 13 years and his last assignment was as Senior Group President, Business Head –

Wholesale Banking.

It is imperative that the current team led by aforementioned personnel have substantial interest in

the business and hence grant of so much of the Employee Stock Options have been proposed to

retain and incentivize driving performance leading to improved corporate growth and profitability.

Considering the above, the Board has recommended for approval of the shareholders, the grant of

stock options consisting of 6,552,382 stock options of Religare Finvest Limited (RFL) constituting

2.5% of the current issued capital to Mr. Sanjay D Palve-CEO which will be exceeding 1% of the

current issued share capital of the Company, the details of which are mentioned in the proposed

resolution as set out in Item No. 3 of this Notice.

Except Mr. Sanjay D Palve, Chief Executive Officer of the Company, none of the Directors or Key

Managerial Personnel of the Company including their relatives are, in any way, concerned or

interested, financially or otherwise, in the proposed special resolution set out at Item No. 3 of this

Notice.

The Board recommends the Special Resolution set out at Item No. 3 of this Notice for approval by

the members.

ITEM NO. 4

The Board of Directors of your Company in its meeting held on September 11, 2018 discussed

about the assignment transactions of its loan portfolio through which the Company is planning to

generate the liquidity to meet the repayment schedule of market liabilities. Further, the Board in

the said meeting also constituted an Asset Monetization Committee (AMC) for the purpose of

taking the decision relating to any Assignment / Securitization / sale / transfer of receivables in the

best interest of the Company .

The Members are further requested to note that Board in its Meeting held on December 10, 2018

had inter-alia approved the proposal to securitize loan receivables by way of sale/ assignment

/securitization/transfer etc. for an amount not exceeding Rs. 1500 Crores in the books of RFL in

one financial year. The approval from the Board was obtained subject to the approval of

shareholders, requisite regulatory/ statutory authority’s approvals / directions and other

approvals, as the case may be.


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Section 180 (1) (a) Of the Companies Act 2013 (“the Act”) , provides that the Board of Directors of a

Company shall not except with the consent of the Company in General meeting, by way of special

resolution, sell, lease or otherwise dispose of the whole or substantially the whole of the

undertaking of the company.

“Undertaking” shall mean an undertaking in which the investment of the Company exceeds twenty

per cent of its net worth as per the audited balance sheet of the preceding financial year or an

undertaking which generates twenty per cent of the total income of the company during the

previous financial year;

Since, proposed Sale/Assignment/ Securitization of loan receivables may result in disposal of

undertaking in terms of Section 180 (1) (a) of the Act , hence the resolution is proposed to seek the

permission of the members for empowering the Board of Directors or Committee constituted by the

Board or any person (s) authorized by the Board of Directors to securitize loan receivables by way

of sale/ assignment/ securitization from time to time for the purpose of honoring the Company’s

liabilities provided that aggregate amounts of such transactions to be entered into individually or

taken together with previous transactions during a financial year shall not exceed Rs. 1500 Crores

in that financial year.

The proposed transaction is being carried out in order to meet RFL interest and principal

repayment obligations to Lenders on a timely basis, and to ensure that there is no default in this

regard.

The Board recommends the above resolution for your approval by way of special resolution.

None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned

or interested, financially or otherwise, in the resolution set out in the Notice except to the extent of

their directorship.

By order of the Board of Directors

For Religare Finvest Limited

Sd/-

Place: Noida

Punit Arora

Date: February 27, 2019 Company Secretary

Membership No-ACS 18880

Address: Tower- A, Plot No. 3, 4 & 5,

Prius Global, Sector 125, Noida-201301


16


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, Gurgaon - 122002

CIN No.: – U74999DL1995PLC064132, Phone: +91-11-46272400, 1860-3000-4111

Fax No.: +91 11 46272447



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 Extra-Ordinary General Meeting of the Company to be

held on [Day], [Date], at [Time] at [Place]

Signature of the Shareholder or Proxy**: _____________________________________________________________

*Applicable for investors holding shares in electronic form.

**Strike out whichever is not applicable

---------------------------------------------------------------------------------------------------------------------------

ATTENDANCE SLIP


17


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, Gurgaon - 122002

CIN No. – U74999DL1995PLC064132, Phone: +91-11-46272400, 1860-3000-4111

Fax No.: +91 11 46272447



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 Extra-

Ordinary General Meeting of the Company, to be held [Day] ,[Date], at [Time] at [Place], and at any

adjournment thereof in respect of such resolutions as are indicated below:

PROXY FORM


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Resolution

No

Resolution Optional*

For Against

Special Business:

1 RFL - EMPLOYEE STOCK OPTION SCHEME 2019

FOR THE EMPLOYEES OF THE COMPANY

2 RFL - EMPLOYEE STOCK OPTION SCHEME 2019

FOR THE EMPLOYEES OF THE HOLDING

COMPANY/SUBSIDIARY COMPANIES

3 GRANT OF OPTIONS UNDER RFL EMPLOYEE

STOCK OPTION PLAN 2019 (“ESOP SCHEME

2019”) TO THE EMPLOYEE(S) EQUIVALENT TO OR

EXCEEDING 1% OF THE CURRENT ISSUED SHARE

CAPITAL OF THE COMPANY

4 SALE/ ASSIGNMENT/ SECURITIZATION OF LOAN

RECEIVABLES OF RELIGARE FINVEST LIMITED

*Applicable for investors holding shares in electronic form.

Signed this…… day of……… 2019

______________________________

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.

Affix

Revenue

Stamp


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4. *This is only optional. Please put an ‘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.

20

THE COMPANIES ACT, 2013

Consent by Shareholder for Shorter Notice

[Pursuant to section 101(1)]

To,

The Board of Directors

Religare Finvest Limited

2nd Floor, Rajlok Buidling,

24, Nehru Place, New Delhi- 110019

I/We, [Name of member] having its Registered Office at ------- holding ------ Equity / Preference

shares of Rs. ----- each, which constitutes ------------------------ of the paid up equity share capital in

Religare Finvest Limited, in its own name and / or through its nominees, hereby give consent

pursuant to Section 101 of the Companies Act, 2013, to hold the Extra-Ordinary General Meeting of

Religare Finvest Limited, on [Day], [Date], at [Time] at [Place].

For

---------------------------

Authorized Signatory

Dated:

3/6/2018 Prius Global - Google Maps

https://www.google.co.in/maps/place/Prius+Global/@28.5445524,77.3275424,17z/data=!3m1!4b1!4m5!3m4!1s0x390ce42abfffffff:0x5db49f65ac5d61e8… 1/1

Map data ©2018 Google 100 m

Prius Global

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Route Map | Religare Finvest Limited

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EGM Venue -1st Floor, Plot No. A-3/4/5, Prius Global, Sector 125, Noida - 201301

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Landmark: Behind Amity University, Sector -125, Noida- 201301

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Documents

RELIGARE FINVEST LIMITED...Corp. Office: 9th Floor, Tower B, Paras Twin Towers, Sector 54, Golf Course Road, Gurgaon – 122002 (Haryana), India, Phone +91 124 6180200 ; [email protected]