The approval sought at the AGM of Religare Finvest Limited (RFL) held on September 26, 2023 was to seek enabling approval of shareholders for the proposed grant of ESOPs of RFL to Rashmi Saluja under the RFL ESOP Plan 2019.
The notice for the aforesaid AGM was issued on September 1, 2023, and was submitted to the BSE accordingly by RFL, as per a statement issued by Religare Enterprises Limited.
Under the Companies Act, 2013 and the SEBI ESOP Guidelines, the approval of shareholders of a company by way of separate resolutions is required in case of grant of options to identified employees, during any one year, equal to or exceeding 1 per cent of the issued capital of the company at the time of grant.
“We request you to kindly note that the AGM of RFL was convened on September 26, 2023 and the shareholders of RFL, among other things, passed the special resolution (item No. 5) for approval for grant of 2,14,11,555 options under RFL ESOP Plan 2019 to the CMD, equivalent or exceeding to 1 per cent of the current issued share capital of RFL,” Religare Enterprises said.
The explanatory statement of item No. 5 of the said AGM notice also states that once all the requisite approvals are in place, NRC can accordingly grant the ESOP to the CMD.
Subsequent to the passing of enabling special resolution by the shareholders of RFL w.r.t. item No. 5, RFL has not placed any proposal with the NRC till date for grant of abovementioned ESOPs to CMD.
Since no new shares were issued/allotted in the matter, there is no contravention of the Reg 26 (6) of the SEBI Takeover Regulations, the statement said.
A statement by Board of Directors of Religare Enterprises said, “The Board of Directors endorses the statement of REL and reiterates that it upholds high standards of corporate governance and compliances.”
