Event Date: N/A
RELIANCE GENERAL INSURANCE COMPANY LIMITED will hold an Extra Ordinary General Meeting (“EGM”) on Wednesday, May 14, 2025, at 10:00 a.m. IST via Video-Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”).
SPECIAL BUSINESS
Issue of Equity Shares on Private Placement Basis (Item No. 1):
The company seeks member approval via a special resolution to issue, offer, and allot equity shares on a private placement basis to Reliance Capital Limited. This is pursuant to Sections 42, 62(1)(c) of the Companies Act, 2013, and relevant regulations including the Insurance Regulatory and Development Authority of India (Registration, Capital Structure, Transfer of Shares and Amalgamation of Insurers) Regulations, 2024.
Specifically, the resolution allows for the issuance of 29,85,074 equity shares to Reliance Capital Limited at an issue price of Rs. 335 per share, resulting in a maximum subscription amount of Rs. 99,99,99,790. The resolution also approves the private placement offer cum application letter in Form PAS-4 and record of private placement offer in Form PAS-5, with Form PAS-4 to be circulated to Reliance Capital Limited.
The equity shares issued under this offer will rank equally with existing equity shares, subject to the Memorandum and Articles of Association of the Company. The Board of Directors is authorized to take all necessary actions to implement the resolution, including issuing clarifications, resolving doubts, modifying terms, entering into contracts, and appointing agencies. The Board can delegate its powers to any Director(s), Committee(s), Executive(s), officer(s) or representatives(s) of the Company or to any other person. The decision of the Board shall be final and conclusive.
Notes:
The EGM will be held via VC/OAVM, with the registered office as the deemed venue. KFin Technologies Limited ("KFintech") will provide the VC/OAVM facility for the EGM. Members can join 15 minutes before and after the scheduled time. Members who have not registered their email addresses are requested to do so with the Company/RTA or their Depository Participant(s). Since this EGM is held through VC/OAVM, physical attendance is dispensed with, and proxy appointments are not available.
Members who wish to speak or ask questions may register by emailing rgicl.compsec@relianceada.com by May 12, 2025. Corporate Members should submit a certified true copy of their board resolution authorizing their representatives. KFintech will provide remote e-voting facilities for participation and voting.
Members attending via VC/OAVM will be counted for quorum purposes. A cut-off date of May 7, 2025, will determine eligibility to vote on resolutions. Remote e-voting will be available from May 11, 2025 (10:00 A.M.) to May 13, 2025 (5:00 P.M.). Members voting remotely can participate in the EGM but cannot vote again. Mr. Khushit Jain and Mr. Anil Lohia are appointed as Scrutinizers. The results will be published on the company website (www.reliancegeneral.co.in) and the agency's website. The EGM Notice is being sent electronically to members with registered email addresses. The EGM Notice will also be available on the Company's and KFintech's websites.
Documents related to the Notice are available for inspection at the Registered Office between 11:00 A.M. and 1:00 P.M. on working days (excluding Saturdays) until the date of the Meeting. Voting rights are proportional to shareholding as of May 7, 2025. Joint holders will have voting rights based on the order of names in the Register of Members. The proceedings will be recorded and made available to members upon request.
Procedure and Instructions for Remote E-Voting:
The document provides detailed instructions for remote e-voting through KFintech, compliant with Section 108 of the Companies Act, 2013 and related rules. It also includes instructions on how to cast their vote electronically using single login credential, through their demat accounts / websites of Depositories / DPs
Specific instructions are given for individual shareholders holding securities in demat mode with NSDL and CDSL, those holding shares in physical form, and non-individual shareholders. There are also instructions for joining the virtual meeting(e-EGM) of the Company on KFin system to participate e-EGM and vote at the EGM.
Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013:
The company intends to strengthen its financial position, enhance its underwriting capacity, support growth, and expand its market share by raising up to Rs. 1,00,00,00,000 through the issuance of equity shares to Reliance Capital Limited on a private placement basis. This requires member approval via special resolution as per Sections 42 and 62(1)(c) of the Companies Act, 2013.
Disclosures (as per Companies Act, 2013 and related Rules):
The document lists the pre-issue and post-issue shareholding pattern of the company, and states that the Board recommends passing the resolution at Item No. 1 as a Special Resolution. No directors or key personnel are concerned or interested in the proposed resolution.
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