RELIGARE FINVEST LIMITED

Registered Office: 2nd Floor, Rajlok Building, 24, Nehru place, New Delhi- 110019

Corporate office : 9th Floor, Tower B, Paras Twin Towers, Golf Course Road,

Sector-54, Gurugram- 122002, Haryana

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

Fax No.: +91 11 46272447

E-mail: loans@religare.com, customerservice@religare.com

Website: www.religarefinvest.com

NOTICE OF THE 22nd ANNUAL GENERAL MEETING

NOTICE is hereby given that the 22nd Annual General Meeting (‘AGM’) of the members of

Religare Finvest Limited (the Company/ RFL) will be held on 28th day of September, 2017 at

11:30 a.m. at 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi- 110019 to transact the

following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the:

a. Annual audited standalone financial statements of the Company for the financial year

ended March 31, 2017 and the Reports of the Board of Directors and the Auditors

thereon; and

b. Annual audited consolidated financial statements of the Company for the financial

year ended March 31, 2017 and the Report of the Auditors thereon.

2. To appoint a Director in place of Mr. Anil Saxena (DIN: 01555425) who retires from office

by rotation and being eligible offers himself for re-appointment.

3. To appoint M/s S.S. Kothari Mehta & Co., Chartered Accountants (Firm Registration No.:

000756N) as the Statutory Auditors of the Company to hold office from the conclusion of

ensuing annual general meeting until the conclusion of the annual general meeting of the

Company to be held for financial year 2021-2022 i.e. for a term of five financial years

(subject to ratification of their re-appointment in every annual general meeting) and to fix

their remuneration.

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

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable

provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors)

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

being in force), M/s. S.S. Kothari Mehta & Co., Chartered Accountants, (Firm Registration

No.: 000756N) be and is hereby appointed as the Statutory Auditors of the Company in

place of M/s Price Waterhouse, Chartered Accountants (Firm Registration No. 301112E),

the retiring Statutory Auditors, to hold office for a period of five consecutive years

commencing from the financial year 2017-18 i.e. from the conclusion of this Annual General

Meeting until the conclusion of the 27th Annual General Meeting of the Company to be held

in the year 2022, subject to ratification by the Members at every Annual General Meeting, at

such remuneration plus taxes as applicable and reimbursement of out-of pocket, travelling

and living expenses, etc. in connection with the audit as may be mutually agreed between

the Board of Directors of the Company and the Auditors.”

SPECIAL BUSINESS

4. Appointment of Mr. Maninder Singh (DIN: 00120037) as Director of RFL

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

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152, 160 and other applicable

provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and

Qualification of Directors) Rules, 2014 and other applicable rules, if any, (including any

statutory modification(s) or re-enactment(s) thereof for the time being in force), in terms of

Articles of Association of the Company, rules, circulars and guidelines/norms issued by the

Reserve Bank of India or any other law for the time being in force in India and subject to

such other approvals, consents, permissions as may be required in this regard, Mr.

Maninder Singh (DIN: 00120037) who was appointed as an Additional Director on October

26, 2016 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and who

holds office up to the date of this Annual General Meeting and in respect of whom the

Company has received a notice in writing under Section 160 of the Companies Act, 2013

from a member proposing his candidature for the office of Director, be and is hereby

appointed as the Director of the Company whose office is liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is severally authorized to file

such forms, returns, as may be required, under the Companies Act, 2013 with the Registrar

of Companies, NCT of Delhi and Haryana and/or other statutory/regulatory authority (ies),

as the case may be, and do all such acts, deeds and things necessary and incidental in order

to give effect to this resolution.”

5. Appointment of Mr. Daljit Singh (DIN: 00135414) as Director of RFL

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

resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 152, 160 and other applicable

provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and

Qualification of Directors) Rules, 2014 and other applicable rules, if any, (including any

statutory modification(s) or re-enactment(s) thereof for the time being in force), in terms of

Articles of Association of the Company, rules, circulars and guidelines/norms issued by the

Reserve Bank of India or any other law for the time being in force in India and subject to

such other approvals, consents, permissions as may be required in this regard, Mr. Daljit

Singh (DIN: 00135414) who was appointed as an Additional Director on October 26, 2016

pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and who holds

office up to the date of this Annual General Meeting and in respect of whom the Company

has received a notice in writing under Section 160 of the Companies Act, 2013 from a

member proposing his candidature for the office of Director, be and is hereby appointed as

the Director of the Company whose office is liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is severally authorized to file

such forms, returns, as may be required, under the Companies Act, 2013 with the Registrar

of Companies, NCT of Delhi and Haryana and/or other statutory/regulatory authority (ies),

as the case may be, and do all such acts, deeds and things necessary and incidental in order

to give effect to this resolution.”

6. Borrowings by way of issuance of privately placed non-convertible debentures during

2017-2018

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

resolution as a Special Resolution

“RESOLVED THAT in supersession of the earlier resolution passed by the shareholders at

the Extra-ordinary General Meeting of the Company held on June 10, 2016 pursuant to

Section 42 of the Companies Act, 2013(‘the Act’) and Companies (Prospectus and Allotment

of Securities) Rules, 2014 and other applicable provisions of the Act, Memorandum &

Articles of Association of the Company, subject to the borrowing limit of the Company as

approved under Section 180(1)(c) of the Act, regulations issued by the Securities and

Exchange Board of India (“SEBI”) including the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, SEBI (Issue and Listing of Debt Securities) Regulations,

2008, SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012, SEBI

(Issue and Listing of Debt Securities) (Amendment) Regulations, 2016 and all Amendment

Regulations thereto, regulations, norms, circular, guidelines, clarification, notification

prescribed or issued by the Reserve Bank of India, SEBI from time to time and other

applicable provisions if any, approval of the Company be and is hereby accorded to borrow

up to Rs. 5500 Crores (Rupees Fifty Five Hundred Crores Only) on a private placement

basis, in one or more tranches by issuing Non-Convertible Redeemable Debentures (NCDs)

of various types (listed or unlisted), including Subordinated, Fixed Rate, Floating Rate, Zero

Coupon, Market Linked Debentures and any other category of Debentures which may be

defined as Non-Convertible Debentures for the onward lending, refinancing of existing debt,

working capital and general business purpose requirement of the Company, both unsecured

or secured against such security (the “Security”) and on such terms as hereinafter provided.

RESOLVED FURTHER THAT the Company may secure the redemption amount of the NCDs

and/ or any interest thereon by creating charge on immovable property and / or any kind of

other assets / property of the Company.

RESOLVED FURTHER THAT that pursuant to the provisions of Section 71(5) of the

Companies Act, 2013, the Company may create mortgage over the immovable property of

the Company by executing Debenture Trust Deed(s) and such other assets of the Company

by executing deed of hypothecation and such other documents which shall be entered into

by and between the Company and the Debenture Trustee(s) (the “Security Trustee”) as

appointed from time to time for all or each of the tranches for benefit of the holders of the

NCDs.

RESOLVED FURTHER THAT that the Company hereby authorizes the Security Trustee in

whose favor the immovable property and / or other property is / are to be mortgaged /

charged / hypothecated to exercise such powers as contained in the Debenture Trust Deed

(s) / Deed of Hypothecation / any instrument creating charge in respect of the property on

behalf of the Debenture Holders.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to act

and decide on behalf of the Company and/or delegate the powers to Loan/Investment

& Borrowing Committee of the Company to act and decide on behalf of the Company as to

the further terms of all the NCDs whether issued in one or more tranches and for each such

tranche, to discuss, deliberate, negotiate, finalize and accept the terms as may be stipulated

in the various security documents and agree to such changes and modifications as may be

advised or required by the Security Trustee or the Credit Rating Agency and agree to such

changes and modifications in the said terms as may be suggested from time to time and to

do all such acts, deeds and things and further authorized to sign and execute all such

agreements and documents as may be required, on behalf of the Company, in respect of the

NCDs as a whole and/or for each tranche separately including but not limited to:

1. appoint eligible Rating Agency (ies) as the Credit Rating Agency to rate the NCDs to be

issued, to negotiate and decide the terms and conditions of their appointment, to accept the

ratings and to comply with the terms and conditions that may be laid down in respect of the

ratings;

2. appoint any eligible trustee company as the Security Trustee, to hold upon trust the security

for the benefit of the Debenture Holders and to negotiate and decide the terms and

conditions of such appointment;

3. appoint legal counsel(s) in respect of transactions and to negotiate and decide the terms

and conditions of such appointment;

4. appoint Registrar and Transfer Agent for NCDs and to negotiate and decide the terms and

conditions of such appointment;

5. approve, authorize, sign, issue Offer Document (s), Offer Letter (s), Information

Memorandum(s) as per the prescribed format, if any, including any declaration,

confirmation, affirmation, indemnity and undertaking in respect of the NCDs to the

potential investors;

6. decide the Opening and Closing Date for receiving application and date(s) of allotment (s)

/deemed date(s) of allotment(s);

7. execute any agreement(s)/deed or any other documents as may be advised or required by

the Debentures Trustee or Credit Rating Agency for each tranche;

8. apply to National Security Depository Limited (“NSDL”) and Central Depository Services

(India) Limited (“CDSL”) for the issuance of Letter(s) of Allotment / Debentures to the

Allottees in Dematerialized form;

9. apply with one or more recognized stock exchanges in India for listing of said NCDs for any

tranche as may be decided;

10. to do all such acts, deed and things as may be required to give effect to the above Resolution

and make statutory and / or regulatory filings including but not limited to form PAS -3, PAS-

4, PAS -5, PAS 6 and such other filings as may be prescribed; and

11. take all such steps as may be necessary or expedient for the purpose of and pursuant to the

issue and allotment of NCDs as required under the applicable provisions of the Companies

Act 2013 read with Companies(Share Capital and Debentures) Rules, 2014 and any other

law in force.

RESOLVED FURTHER THAT Common Seal of the Company, if required, may be affixed on

the Instrument(s)/agreement(s)/documents(s)/deed(s)/paper(s),if required in this regard,

as per the relevant clause of the Articles of Association of the Company.

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

concerned under the hand of Director or Company Secretary of the Company”.

Place: Noida By Order of the Board of Directors

Date: September 04, 2017 For Religare Finvest Limited

Sd/-

Punit Arora

Company Secretary

ACS 18880

6th Floor, Plot No. A-3, 4 & 5, Tower- A,

Prius Global, Sector 125, Noida – 201301

NOTES:

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013,

which sets out details relating to Special Business at the AGM is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING

(THE MEETING) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE

INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE

COMPANY. A person can act as proxy on behalf of member not exceeding fifty (50) and

holding in the aggregate not more than ten percent of the total share capital of the

Company.

3. The instrument of proxy in order to be effective, must be deposited at the Registered

Office of the Company, duly completed and signed, not less than 48 hours before the

commencement of meeting.

4. Corporate Members intending to send their Authorized Representative to attend the

Meeting are requested to send a duly certified copy of the Board Resolution authorizing

their representative to attend and vote at the AGM.

5. The Annual Report for the financial year ended March 31, 2017 containing inter-alia the

Directors’ Report, Auditors’ Report and the audited financial statements are enclosed.

6. Members / Proxies should fill in the attendance slip for attending the AGM and the same

is annexed to this report.

7. The Register of Directors and Key managerial Personnel and their shareholding

maintained u/s 184 of the Companies Act, 2013 will be available for inspection by the

members at the AGM.

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

Registered Office of the Company during business hours and copies thereof shall also be

made available for inspection in physical or electronic form at the registered office of the

Company.

9. The Register of Contracts or Arrangements in which Directors are interested, maintained

under Section 189 of the Companies Act, 2013, will be available for inspection by the

members at the AGM.

10. Landmark for location of meeting is Eros Hotel, Nehru Place, New Delhi. Route map of the

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

11. To prevent fraudulent transactions, members are advised to exercise due diligence and

notify the Company of any change in address or demise of any member as soon as

possible. Members are also advised not to leave their Demat accounts(s) dormant for

long. Periodic statement of holding should be obtained from the concerned Depository

Participant and holdings should be verified.

12. Notice of the AGM and the Annual Report for the financial year ended 2017 will be

available on the Company's website : www.religarefinvest.com.

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

2013

ITEM NO. 2:

The disclosure as required under Standard 1.2.5 of the “Secretarial Standard-2 on General

Meetings” is given below:

S.

No.

Particular Remarks

1 Age 49 years

2 Qualification B.Com (Hons.), C.A. & C.W.A.

3 Experience Mr. Anil Saxena has over 25 years of post-qualification

experience in the financial services industry. Prior to

Joining Religare, he has been associated with industry

leaders such as Kotak Securities etc.

4 Terms and Conditions of

appointment or re-

appointment along with

details of remuneration

along with details of

remuneration sought to

be paid and remuneration

last drawn

As per the board resolution dated April 06, 2010 for his

appointment as an Additional Director.

5 Date of First appointment

in the Board

Mr. Anil Saxena was appointed as the Managing Director

with effect from April 06, 2010.

6 Shareholding in RFL Nil

7 Relationship with other

Directors, Managers and

KMP

None

8 Number of meetings of the

Board attended during the

year

He has attended five Board Meetings during the Financial

year 2016-2017.

9 Other Directorship,

Membership

/Chairmanship of the

Committees of other

Boards

1. Religare Securities Limited

2. Religare Arts Initiative Limited

3. Religare Capital Markets Limited

4. Religare Capital Markets International (UK)

Limited

5. Religare Arts Investment Management Limited

6. Religare Capital Markets International (Mauritius)

Limited

7. Religare Capital Markets Inc.

8. Religare Capital Markets (Europe) Limited

9. Religare Housing Development Finance

Corporation Limited

10. Religare Wealth Management Limited

11. Religare Global Asset Management Inc.

12. Religare Capital Markets(India) Limited

13. RGAM Investment Advisers Private Limited

14. Bartleet Religare Securitties (Private) Limited

In addition to the above, Mr. Anil Saxena is a

Member/Chairman of the following Committees of other

Boards:

S.

No.

Name of the

Company

Name of the

Committee

Designation

(Chairman/

Member)

1. Religare

Securities

Limited

Audit Committee

Member

Nomination &

Remuneration

Committee

Loan /

Investment &

Borrowing

Committee

Corporate Social

Responsibility

Committee

Chairman

2. Religare

Capital

Markets

Limited

Share Allotment

Committee

Member Loan /

Investment &

Borrowing

Committee

3. Religare Arts

Initiative

Limited

Audit Committee

Chairman Nomination and

Remuneration

Committee

4. RGAM

Investment

Advisers

Private

Limited

Audit Committee Chairman

Loan /

Investment &

Borrowing

Committee Member

Share Allotment

Committee

Nomination &

Remuneration

Committee

Corporate Social

Responsibility

Committee

5. Religare

Housing

Development

Finance

Asset Liability

Committee

Member

Loan/Investment

Corporation

Limited

& Borrowing

Committee

Risk

Management

Committee

Review

Committee

6. Religare

Wealth

Management

Limited

Audit Committee Chairman

Remuneration/

Compensation

Committee

Allotment

Committee

The above is basis the last disclosures received from the

said Director by the Company.

ITEM NO. 3

Appointment of M/s. S.S. Kothari Mehta & Co. as Statutory Auditors of the Company

In terms of the requirement of Section 139 of the Act, every company shall, at the first

annual general meeting, appoint an individual or a firm as an auditor who shall hold office

from the conclusion of that meeting till the conclusion of its sixth annual general meeting

and thereafter till the conclusion of every sixth meeting.

Further, the company shall place the matter relating to such appointment for ratification by

members at every annual general meeting.

Further, the listed company shall not appoint or re-appoint an audit firm as auditor for

more than two terms of five consecutive years. As per Companies (Audit and Auditors)

Rules, 2014, the period for which the firm has held office as auditor prior to the

commencement of the Act shall be taken into account for calculating the period of five

consecutive years or ten consecutive years.

M/s. Price Waterhouse, Chartered Accountants were appointed as statutory auditors of the

Company in the FY 2006-07. Accordingly, their term will expire at the forthcoming Annual

General Meeting of the Company and a new statutory auditor is required to be appointed as

Statutory Auditor of the Company. The Board of Directors of the Company on

recommendation of Audit Committee has proposed the appointment of M/s. S.S. Kothari

Mehta & Co., Chartered Accountants (Firm Registration No.: 000756N) as Statutory

Auditors of the Company for a period of five consecutive years from the conclusion of 22nd

Annual General Meeting until the conclusion of the 27th Annual General Meeting of the

Company to be held in the year 2022. The first year of audit will be of the financial

statements for the year ending March 31, 2018, which will include the audit / limited

review of the half yearly financial results for the year.

ITEM NO. 4

The Board of Directors of the Company in its meeting held on October 26, 2016, post the

recommendations of the Nomination and Remuneration Committee, had considered and

approved the appointment of Mr. Maninder Singh as an Additional Director (designated as

‘Non-Executive Director’) of the Company to hold office till the conclusion of ensuing Annual

General Meeting and whose office is liable to retire by rotation.

The Company is in receipt of notice from a member under Section 160 of the Companies Act,

2013 along with the deposit fee of Rs. 1,00,000 (Rs. One Lac only) proposing his candidature

as a Director of the Company.

A brief profile of Mr. Maninder Singh is given below:

Mr. Maninder Singh, currently the Group Chief Executive Officer for Religare Enterprises

Limited (‘REL’), is responsible for providing strategic direction and leadership to all operating

businesses and functions across the group. He comes on board with a rich and diverse

experience of almost three decades in the corporate sector. He was previously associated with

Ranbaxy Laboratories Limited for 27 years where he raises to eventually become the Global

Financial Controller. During his tenure with Ranbaxy, he handled several critical global

resources and successfully managed the Treasury, Insurance and Risk Management, Business

and Trade Finance, Indirect Taxes, Payroll and Trust services, Financial and Management

Accounting, Merger and Acquisitions, Investor Relations functions.

He also serves on the Board of various subsidiaries and operating companies of REL. He holds

a B.Com (Hons) degree from the Shri Ram College of Commerce, Delhi University and is a

Chartered Accountant from the Institute of Chartered Accountants of India.

The disclosure as required under Standard 1.2.5 of the “Secretarial Standard-2 on General

Meetings” is given below:

S.

No.

Particular Remarks

1 Age 53 years

2 Qualification B.Com (Hons), Chartered Accountant

3 Experience Over 27 years of experience in the field of Treasury,

Insurance and Risk Management, Business and Trade

Finance, Indirect Taxes, Payroll and Trust services,

Financial and Management Accounting, Merger and

Acquisitions, Investor Relations functions.

4 Terms and Conditions of

appointment or re-

appointment along with

details of remuneration

along with details of

remuneration sought to

be paid and

remuneration last drawn

As per the board resolution dated October 26, 2016 for his

appointment as an Additional Director.

5 Date of First Mr. Maninder Singh was appointed as the Non- Executive

appointment in the

Board

Director with effect from October 26, 2016.

6 Shareholding in RFL Nil

7 Relationship with other

Directors, Managers and

KMP

None

8 Number of meetings of

the Board attended

during the year

He was appointed on the Board on October 26, 2016,

therefore, he has attended two Board Meetings during the

Financial year 2016-2017.

9 Other Directorship,

Membership

/Chairmanship of the

Committees of other

Boards

1. Religare Housing Development Finance Corporation

Limited

2. Religare Insurance Limited

3. Religare Support Services Limited

4. Religare Commodities Limited

In addition to the above, Mr. Maninder Singh is a Member of

the following Committees of other Boards:

1 Religare

Finvest

Limited

Risk Management

Committee

Member

Asset Liability

Committee

Stakeholders

Relationship

Committee

Audit Committee

Loan/ Investment &

Borrowing Committee

Share Allotment

Committee

2 Religare

Housing

Developme

nt Finance

Corporatio

n Limited

Audit Committee Member

Loan/ Investment &

Borrowing Committee

Risk Management

Committee

Review Committee

Nomination and

Remuneration

Committee

Corporate Social

Responsibility

Committee

Asset Liability

Committee

The above is basis the last disclosures received from the

said Director by the Company.

The copy of the letter for his appointment setting out the terms and conditions are available

for inspection by members at the registered office of the Company during normal business

hours.

The Board recommends the above resolution for your approval by way of an ordinary

resolution.

None of the other Directors of the Company and Key Managerial Personnel (KMP) and their

relatives are in any way concerned or interested in said Resolution, except Mr. Maninder

Singh to the extent of his appointment.

ITEM NO. 5

The Board of Directors of the Company in its meeting held on October 26, 2016, post the

recommendations of the Nomination and Remuneration Committee, had considered and

approved the appointment of Mr. Daljit Singh as an Additional Director (designated as ‘Non-

Executive Director’) of the Company to hold office till the conclusion of ensuing Annual

General Meeting and whose office is liable to retire by rotation.

The Company is in receipt of notice from a member under Section 160 of the Companies Act,

2013 along with the deposit fee of Rs. 1,00,000 (Rs. One Lac only) proposing his candidature

as a Director of the Company.

A brief profile of Mr. Daljit Singh is given below:

Mr. Daljit Singh is the President-Fortis Healthcare Limited, Chairman-Malar Hospitals, and a

Director on the Board of Lanka Hospitals Corporation PLC, Dion Global Solutions Limited and

Health Fore Teholgies Lie. During his tenure of 14 years with Fortis, he has led the Company’s

Projects Function, Strategy and Organizational Development Functions and has held the office

of the Chief Executive Officer. He has over 42 years of rich management experience in the

corporate sector.

Mr. Singh has been a pivotal member of the top management team of Fortis Healthcare that

conceptualized, formulated and implemented Fortis’ growth strategy to position it as India’s

leading Healthcare delivery organization in a short span of almost 13 years.

Prior to joining Fortis, Mr. Singh was on the Board of Directors of ICI India, a subsidiary of the

British Multinational, Imperial Chemicals Industry Plc, as the Executive Director in charge of

Human Resources, Manufacturing, External Relations and Communications. Among key

responsibilities held at ICI India, he was the Chief Executive for Pharmaceuticals, Specialties at

business. He was member of the ICI Global Manufacturing Group, SE Excellence Group and the

Global HR Forum. His key experience and achievements have been in the areas of develop in

progressive HR, organizational restructuring, building high performance culture and leading

teams to deliver business value. He has successfully planned and executed significant change

programs.

A graduate from the Indian Institute of Technology, Delhi, Mr. Singh was a Commonwealth

Scholar to the Senior Management Programme at the Manchester Business School. With an

outstanding track record in the field of athletics, his current interest includes athletics, high

altitude trekking, adventure sports, spirituality, music and reading.

The disclosure as required under Standard 1.2.5 of the “Secretarial Standard-2 on General

Meetings” is given below:

S.

No.

Particular Remarks

1 Age 64 years

2 Qualification Graduate from the Indian Institute of Technology, Delhi

3 Experience Over 42 years of rich management experience in the

Corporate sector.

4 Terms and Conditions of

appointment or re-

appointment along with

details of remuneration

along with details of

remuneration sought to be

paid and remuneration last

drawn

As per the board resolution dated October 26, 2016 for

his appointment as an Additional Director.

5 Date of First appointment

in the Board

Mr. Daljit Singh was appointed as the Non- Executive

Director with effect from October 26, 2016.

6 Shareholding in RFL Nil

7 Relationship with other

Directors, Managers and

KMP

None

8 Number of meetings of the

Board attended during the

year

He was appointed on the Board on October 26, 2016,

therefore, he has attended two Board Meetings during the

Financial year 2016-2017.

9 Other Directorship,

Membership

/Chairmanship of the

Committees of other

Boards

1. Fortis Hospotel Limited

2. Health Is Wealth Media Private Limited

3. Fortis La Femme Limited

4. Fortis Malar Hospitals Limited

5. Healthfore Technologies Limited

6. Dion Global Solutions Limited

7. Religare Venture Capital Limited

8. Globalhealer India Private Limited

9. The Lanka Hospitals Corporation Plc.

10. Fortis Healthcare International Limited

In addition to the above, Mr. Daljit Singh is a Member of

the following Committees of other Boards:

S.

No

Name of the

Company

Name of the

Committee

Designation

(Chairman/

Member)

1. Fortis

Hospotel

Limited

Loan/Investment

& Borrowing

Committee

Member

Risk

Management

Committee

Corporate Social

Responsibility

Committee

Asset Liability

Committee

Identification

Committee Chairperson

Review

Committee

2. Healthfore

technologies

Limited

Stakeholder

Relationship

Committee

Member

3. Fortis Malar

Hospitals

Limited

Audit Committee

Member

Stakeholder

Relationship

Committee

Nomination &

Remuneration

Committee

Corporate Social

responsibility

Committee

Chairman

4. Dion Global

Solutions

Limited

Nomination and

Remuneration

Committee

Member

5. Religare

Venture

Capital

Limited

Corporate Social

Responsibility

Committee

Member

6. Religare

Finvest

Limited

Risk

Management

Committee

Member

Corporate Social

Responsibility

Committee

Loan/Investment

& Borrowing

Committee

Nomination &

Remuneration

Committee

The above is basis the last disclosures by the director

received by the Company.

The copy of the letter for his appointment setting out the terms and conditions are available

for inspection by members at the registered office of the Company during normal business

hours.

The Board recommends the above resolution for your approval by way of an ordinary

resolution.

None of the other Directors of the Company and Key Managerial Personnel (KMP) and their

relatives are in any way concerned or interested in said Resolution, except Mr. Daljit Singh

to the extent of his appointment.

ITEM NO. 6

The provisions of Section 42 of the Companies Act, 2013 read with Rule 14(2) of Companies

(Prospectus and Allotment of Securities) Rules, 2014, state that every offer or invitation to

subscribe to securities (which includes debentures) of the Company on a privately placed

basis will require the prior approval of the members by a Special Resolution for each of the

offers or invitations.

However, for the issuance of non-convertible debentures on a private placement basis, a

one-time prior approval of the members in a year for all the offers or invitations of non-

convertible debentures during the year will be sufficient for the purpose of this Section.

Accordingly, the Board recommends the proposed resolution set out at Item No.6 for the

approval of members by way of special resolution.

None of the Directors and KMPs of the Company and their relatives are in any way

interested or concerned in the said Resolution.

Place: Noida By Order of the Board of Directors

Date: September 04, 2017 For Religare Finvest Limited

Sd/-

Punit Arora

Company Secretary

ACS 18880

6th Floor, Plot No. A-3, 4 & 5, Tower- A,

Prius Global, Sector 125, Noida – 201301

RELIGARE FINVEST LIMITED

Registered Office: 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi- 110019

Corporate office : 9th Floor, Tower B, Paras Twin Towers, Golf Course Road,

Sector-54, Gurugram – 122002, Haryana

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

E-mail: loans@religare.com, customerservice@religare.com

Website: www.religarefinvest.com

Please fill attendance slip and hand it over at the entrance of the meeting hall

Joint shareholders may obtain additional Slip at the venue of the meeting.

Name and address of the shareholder/Proxy: _______________________________________________________

Folio No.:_________________________________ ID & Client ID*: ____________________________________

No. of Shares held: ______________________________

I/We hereby record my/our presence at the 22nd Annual General Meeting of the Company to

be held on 28th September, 2017 at 11:30 a.m. at 2nd Floor, Rajlok Building, 24, Nehru Place,

New Delhi- 110019

Signature of the Shareholder or Proxy**: _____________________________________________________________

*Applicable for investors holding shares in electronic form.

**Strike out whichever is not applicable

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

RELIGARE FINVEST LIMITED

Registered Office: 2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi- 110019

Corporate office : 9th Floor, Tower B, Paras Twin Towers, Golf Course Road,

Sector-54, Gurugram – 122002, Haryana

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

E-mail: loans@religare.com, customerservice@religare.com

Website: www.religarefinvest.com

MGT-11 - Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the member (s):

Registered address:

E-mail Id:

Folio No/ Client Id:

DP ID:

I / We, being the member(s) of ………..............…. Shares of Religare Finvest Limited, hereby appoint

1. Name: ___________________________________________ E-mail Id: ___________________________________________

Address:__________________________________________________________________________________________________

____________________________________________________________Signature:_____________________________________

or failing him

2. Name: ___________________________________________ E-mail Id: ___________________________________________

Address:__________________________________________________________________________________________________

____________________________________________________________Signature:_____________________________________

or failing him

3. Name: ___________________________________________ E-mail Id: ___________________________________________

Address:__________________________________________________________________________________________________

____________________________________________________________Signature:_____________________________________

• as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the

Annual General Meeting of the Company, to be held on 28th September, 2017 at 11:30 a.m. at

2nd Floor, Rajlok Building, 24, Nehru Place, New Delhi- 110019, and at any adjournment

thereof in respect of such resolutions as are indicated below:

Resolution

No

Resolution Optional*

For Against

Ordinary Business:

1

To receive, consider and adopt the:

a) Annual audited standalone financial statements

of the Company for the financial year ended

March 31, 2017 and the Reports of the Board of

Directors and the Auditors thereon; and

b) Annual audited consolidated financial

statements of the Company for the financial year

ended March 31, 2017 and the Report of the

Auditors thereon.

2 To appoint a Director in place of Mr. Anil Saxena

(DIN: 01555425) who retires from office by rotation

and being, eligible, offers himself for re-appointment.

3 To appoint M/s S.S. Kothari Mehta & Co., Chartered

Accountants (Firm Registration No.: 000756N) as the

Statutory Auditors of the Company to hold office

from the conclusion of ensuing annual general

meeting until the conclusion of the annual general

meeting of the Company to be held for financial year

2021-2022 i.e. for a term of five financial years

(subject to ratification of their re-appointment in

every annual general meeting) and to fix their

remuneration.

Special Business:

4 Appointment of Mr. Maninder Singh as Director of

RFL

5 Appointment of Mr. Daljit Singh as Director of RFL

6 Borrowing by way of issuance of Privately Placed

Non- Convertible Debentures during financial year

2017-2018

*Applicable for investors holding shares in electronic form.

Signed this…… day of……… 2017

______________________________

Signature of shareholder

____________________________

Signature of Proxy holder(s)

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company not less than 48 hours before the commencement of the

meeting.

2. A Proxy need not be a member of the Company.

3. A person can act as a proxy on behalf of members not exceeding fifty and holding in the

aggregate not more than 10% of the total share capital of the Company carrying voting

rights. A member holding more than 10% of the total share capital of the Company carrying

voting rights may appoint a single person as proxy and such person shall not act as a proxy

for any other person or shareholder.

4. *This is only optional. Please put a ‘X’ in the appropriate column against the resolutions

indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the

resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

5. Appointing a proxy does not prevent a member from attending the meeting in person if he

so wishes.

6. In the case of joint holders, the signature of any one holder will be sufficient, but names of

all the joint holders should be stated.

Affix

Revenue

Stamp

ROUTE MAP ∣ RELIGARE

AGM VENUE: 2ND FLOOR, RAJLOK BUILDING, 24, NEHRU PLACE, NEW DELHI- 110019

LANDMARK- EROS HOTEL, NEHRU PLACE, NEW DELHI