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Religare Enterprises Ltd — AGM Information 2025
Apr 10, 2025
61834_rns_2025-04-10_0995925a-2a34-491c-a83b-22b020efabb5.pdf
AGM Information
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April 10, 2025
The National Stock Exchange of India Ltd. Corporate Communications Department “Exchange Plaza”, 5[th] Floor, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051
BSE Limited
Corporate Services Department Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001
Scrip Symbol: RELIGARE Scrip Code: 532915
Sub: Proceeding of the Extra Ordinary General Meeting of Religare Enterprises Limited held on April 10, 2025 at 12.00 noon (IST)
Dear Sir/Ma’am,
This is in continuation of our earlier announcement dated March 19, 2025.
In this regard, we would like to inform you that pursuant to General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as “MCA Circulars”) issued by the Ministry of Corporate Affairs (“MCA”) read with Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India (“SEBI”) (hereinafter collectively referred to as “SEBI Circulars”), and in compliance with other applicable provisions of the Companies Act, 2013 (‘Act’) and Companies (Management and Administration) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Extra Ordinary General Meeting (“EGM”) of Religare Enterprises Limited was held today i.e. Thursday, April 10, 2025 at 12:00 noon (IST) through video conferencing/other Audio-Visual Means (VC/OAVM) to transact the businesses mentioned in the Notice of the EGM dated March 17, 2025. Summary of proceedings of EGM is attached herewith as Annexure - A.
Further , pursuant to Regulation 44 of the SEBI Listing Regulations read with Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, voting results of the businesses transacted at the EGM along with report of the scrutinizer will be submitted in due course of time.
This is for your information and records.
Thanking You,
For Religare Enterprises Limited
Digitally signed by ANUJ JAIN DN: c=IN, o=PERSONAL, title=5528, ANUJ pseudonym=304545179eec4504bb27913e1eed2961, 2.5.4.20=732338b5a25ccaff21cebf2a56176e6768 6dfce33cd42b8ff6d4f028f222a630, postalCode=110092, st=Delhi, serialNumber=d40ae580ce206b4db6616b7d5cd JAIN cc5f3d7fb7b48e1872e69f90df7a2c56528f9, cn=ANUJ JAIN Date: 2025.04.10 20:22:36 +05'30'
Anuj Jain Company Secretary & Compliance Officer
Encl.: As above
Religare Enterprises Limited
CIN: L74899DL1984PLC146935 Regd. Office : 1407, 14[th ] Floor, Chiranjiv Tower, 43, Nehru Place, New Delhi – 110019 Phone: +91-11- 4472 5676 Corporate Office: Plot No. A – 3,4 & 5, Club 125, Tower B, Sector – 125, Noida – 201301, U.P. Phone: +91-120-635 5040 www. religare.com / [email protected]
Annexure-A
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- Summary of proceeding of the Extra Ordinary General Meeting of Religare Enterprises Limited (“REL/the Company”) held today i.e. April 10, 2025 at 12.00 noon (IST)
The Extra Ordinary General Meeting (“EGM”) of the Members of the Company was held on April 10, 2025 at 12.00 noon (IST) through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’) in compliance with applicable provisions of the Companies Act, 2013 (hereinafter “the Act”) and the Rules made thereunder and the relevant circulars issued by the Ministry of Corporate Affairs (‘MCA’) and by the Securities and Exchange Board of India (‘SEBI’). Further, in accordance with the Secretarial Standards on General Meetings (“SS-II”) issued by the Institute of Company Secretaries of India (“ICSI”) read with the Guidance note thereon as may be issued by the ICSI from time to time, the proceedings of the EGM were deemed to be conducted at the Registered Office of the Company which was the deemed venue of the EGM.
The Company Secretary welcomed the Members to the Meeting and requested Mr. Praveen Kumar Tripathi, Independent Director & Chairperson of the Company, who is also the Chairperson of the Audit & Governance Committee, to commence the proceedings of the Meeting.
Mr. Praveen Kumar Tripathi took the Chair and welcomed the members to the EGM. Since, the requisite quorum was present; the Chairperson called the meeting to order and thereafter commenced the proceedings of the Meeting.
The Chairperson further introduced other directors attending the meeting and informed the shareholders that Mr. Malay Kumar Sinha, Independent Director and Chairperson of Stakeholders Relationship Committee of Board and Nomination & Remuneration Committee, Ms. Preeti Madan, Independent Director, Mr. Ranjan Dwivedi, Independent Director and Mr. Rajender Mohan Malla, Independent Director were attending the EGM. He further explained the absence of Mr. Shrikant Shreeniwas Somani, Independent Director of the Company who due to his occupation in some other work could not attend the meeting. He also apprised that Mr. Anuj Jain, Company Secretary & Compliance Officer of the Company was present at the Meeting. The Chairperson also confirmed the presence of Mr. Ankush Agarwal, Partner of M/s. MAKS & Co., the Scrutinizer, in the meeting through Video conferencing facility.
The Chairperson informed that the M/s PI & Associates, Secretarial Auditors have expressed their inability to attend the meeting due to certain exigencies.
Members were also informed that the Statutory Registers and other documents are available for inspection during the meeting. It was also informed to the members that since there is no physical attendance of the Members and meeting is being conducted through Video conferencing; the facility for appointing of proxies by the members is not applicable. Accordingly, the requirement to maintain proxy register is not applicable.
The Chairperson then informed the members that the Company had provided its Members the facility to cast their votes through remote e-voting system administered by M/s. KFin Technologies Limited. He also informed that members who are present in the Meeting and have not cast their vote on the Resolutions through remote e-Voting, are eligible to vote through e-Voting facility during the Meeting. However, the members who have voted through Remote e-Voting prior to the EGM are eligible to attend/participate in the Extra Ordinary General Meeting through Video Conferencing and other audio-visual means but are not eligible to vote again during the meeting.
Religare Enterprises Limited CIN: L74899DL1984PLC146935 Regd. Office : 1407, 14[th ] Floor, Chiranjiv Tower, 43, Nehru Place, New Delhi – 110019 Corporate Office: Plot No. A – 3,4 & 5, Club 125, Tower B, Sector – 125, Noida – 201301, U.P. www. religare.com / [email protected]
Phone: +91-11- 4472 5676 Phone: +91-120-635 5040
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He informed the members that process of e-voting during the meeting was provided in the Notes to the EGM Notice sent to shareholders/members. Accordingly, members may cast their votes during the Meeting.
The Notice of the EGM dated March 17, 2025 was taken as read.
The Chairperson further informed that Mr. Ankush Agarwal, Partner (Membership No. F9719 & COP No. 14486) or failing him Mr. Shailesh Kumar Singh, Partner (Membership No. F8619 & COP No. 16235) of M/s. MAKS & CO., Practicing Company Secretaries, were appointed as Scrutinizer for the purpose of scrutinizing the voting process facilitated through remote e-voting and e-voting during the meeting in a fair and transparent manner and to submit his report thereon including the results of voting cast on the resolutions stated in the EGM notice dated March 17, 2025.
Shareholders were briefed about the businesses to be transacted at the EGM as below:
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Amendment of the Articles of Association of the Company – Special Resolution ;
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Appointment of M/s J C Bhalla & Company, Chartered Accountants (Firm Registration No. 001111N) as the statutory auditors and to fix their remuneration – Ordinary Resolution ;
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Appointment of Mr. Rajender Mohan Malla (DIN-00136657) as Non-Executive Independent Director of the Company for a term of 5 consecutive years – Special Resolution ;
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Appointment of Mr. Shrikant Shreeniwas Somani (DIN: 00085039 ) as Non-Executive Independent Director of the Company for a term of 5 consecutive years – Special Resolution ;
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Appointment of Mr. Abhay Kumar Agarwal (DIN:00042882) as Non-Executive and NonIndependent Director of the Company – Ordinary Resolution ;
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Appointment of Mr. Arjun Lamba (DIN: 00124804) as Non-Executive and NonIndependent Director of the Company – Ordinary Resolution ;
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Appointment of Mr. Gurumurthy Ramanathan (DIN: 10366010) as Non-Executive and NonIndependent Director of the Company – Ordinary Resolution ;
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Appointment of Mr. Suresh Mahalingam (DIN: 01781730) as Non-Executive and NonIndependent Director of the Company – Ordinary Resolution ;
Members were informed that the text of the resolutions and objectives behind passing of resolutions were explained in the Notice and explanatory statement respectively.
Thereafter Chairperson invited the members who had registered themselves as speakers to speak in the EGM. The Chairperson responded to the queries of the Members and provided clarifications. Post question and answer session, the Chairperson thanked the Members for their attendance and participation at the EGM.
Chairperson further informed that the e-voting facility will be opened for next 15 minutes to enable those Members who have not casted their vote and would like to cast their vote. He informed that the results will be announced not later than two working days from the conclusion of the EGM and the same would be intimated to Stock Exchanges and uploaded on the website of
Religare Enterprises Limited CIN: L74899DL1984PLC146935 Regd. Office : 1407, 14[th ] Floor, Chiranjiv Tower, 43, Nehru Place, New Delhi – 110019 Phone: +91-11- 4472 5676 Corporate Office: Plot No. A – 3,4 & 5, Club 125, Tower B, Sector – 125, Noida – 201301, U.P. Phone: +91-120-635 5040 www. religare.com / [email protected]
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the Company and KFintech. The Chairperson thereafter authorized Mr. Anuj Jain, Company Secretary & Compliance Officer to declare / submit the voting results of this meeting along with the Scrutinizer Report within the prescribed timelines and informed that the resolutions as set forth in the EGM Notice shall be deemed to be passed today, subject to the receipt of the requisite number of votes.
Thereafter the Chairperson declared the proceedings of EGM of Religare Enterprises Ltd. as closed.
Subsequently, the e-voting through instapoll was opened for 15 minutes for the shareholders attending the meeting and who have not casted their vote through remote e-voting. The meeting concluded at 12:44 p.m. (IST).
Thanking You, For Religare Enterprises Limited
ANUJ JAIN Digitally signed by ANUJ JAIN DN: c=IN, o=PERSONAL, title=5528, pseudonym=304545179eec4504bb27913e1eed2961, 2.5.4.20=732338b5a25ccaff21cebf2a56176e67686dfce33cd42b8ff6d4f028f222a630, postalCode=110092, st=Delhi, serialNumber=d40ae580ce206b4db6616b7d5cdcc5f3d7fb7b48e1872e69f90df7a2c56528f9, cn=ANUJ JAIN Date: 2025.04.10 20:31:50 +05'30' Anuj Jain Company Secretary & Compliance Officer
Religare Enterprises Limited CIN: L74899DL1984PLC146935 Regd. Office : 1407, 14[th ] Floor, Chiranjiv Tower, 43, Nehru Place, New Delhi – 110019 Corporate Office: Plot No. A – 3,4 & 5, Club 125, Tower B, Sector – 125, Noida – 201301, U.P. www. religare.com / [email protected]
Phone: +91-11- 4472 5676 Phone: +91-120-635 5040