Rashmi Saluja, the executive chairperson of Religare Enterprises (REL), has filed a plea in Delhi High Court (HC) against her removal as a director from the financial services firm, contending that her appointment is valid till February 2028.
In its upcoming annual general meeting (AGM) on February 7, REL is going to take up the resolution seeking the appointment of a director in place of Saluja who is liable to retire by rotation.
Saluja has sought an injunction from the court against the proposed resolution.
Saluja has contended that the proposed resolution is the breach of the Companies Act 2013, is contrary to the directions of Reserve Bank of India (RBI) dated December 9, 2024, and infringes upon her contractual rights.
While arguing on Wednesday, the counsel for Saluja told the court that her appointment was made for a fixed tenure of five years in 2023 and therefore there is no reason for the voting on appointment in the upcoming AGM.
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The plea has been filed at a time when the company is in midst of control battle with largest shareholder Burman family. The Burman's open offer for acquiring additional 26 per cent stake opened on January 27 and is scheduled to close on February 7. ALSO READ: Sebi rejects Digvijay Gaekwad's plea for Religare Enterprises open offer
The counsel representing the Burmans, though not made a party in the matter in the initial plea, said that the plea was non-maintainable as it could be interpreted as a “suit against herself” where the company could “concede the suit and request for injunction”.
Further, Saluja's plea also faced contention from four independent directors of the company whose counsel argued that the suit was "almost collusive" in nature.
He further added that Saluja was under investigation by Enforcement Directorate (ED) and that several proceedings were earlier taken up in the matter in different courts.
Saluja’s counsel argued that the Burmans had no right to oppose the suit.
The Delhi HC has given time for replies and rejoinders to be filed in the matter and the case will be next heard on February 4.
It is noteworthy that Saluja can offer herself for reappointment and shareholder vote in the upcoming AGM.
Saluja had joined REL in 2018 as a non-executive independent director the Nomination and Remuneration Committee (NRC) in December 2019 had approved her re-designation as the executive chairperson.
Saluja has claimed that the application made by the company secretary of the company to RBI seeking prior approval for Saluja’s appointment had no mention of ‘liable to retire by rotation’ as a condition. However, it adds that the phrase was erroneously recorded in the special resolution passed by the shareholders on appointment in February 2020.
Another plea has been filed in the Delhi HC by a minority shareholder seeking to stop the acquisition by the Burman family.
A day earlier, the Securities and Exchange Board of India (Sebi) rejected a counter-offer made by Florida-based entrepreneur Digvijay ‘Danny’ Gaekwad for acquiring 55 per cent stake in REL at Rs 275 per share. In its letter returning the competing offer made by Gaekwad, the market regulator said that it was not an exemption application under the securities laws.
Shares of REL closed at Rs 245, up nearly a per cent on Wednesday.