Delhi HC refuses relief to Rashmi Saluja in Religare reappointment matter

Move paves the way for AGM, Burman open offer conclusion

The Delhi High Court (HC) on Friday denied relief to Rashmi Saluja, executive chairperson of Religare Enterprises (REL), in her plea against a resolution seeking to replace her with a new director at the upcoming annual general meeting (AGM) on February 7.

 

Saluja, who is set to retire by rotation, argued that her appointment was for a fixed term of five years, ending 2028.

 

However, the court noted that while she was appointed in 2023 for a five-year term, the board meeting and AGM minutes explicitly stipulated retirement by rotation.

 

Justice Purushaindra Kumar Kaurav said, “This clearly indicates that the understanding of the plaintiff that she is liable to retire is not something that was introduced for the first time in 2025...It is evident that the plaintiff has failed to establish a prima facie case in her favour.”

 

The court further emphasised that every shareholder has the right, subject to statutory procedures, to participate in the company's affairs. “The participation is essentially to uphold the principle of corporate democracy. Shareholders must be allowed to regulate and determine the affairs of the company through general meetings, which serve as the primary forum for decision-making within a corporate entity,” the court stated.

 

The HC's decision clears the way for the AGM and the voting on the appointment of a new director to replace Saluja.

 

Her plea was opposed by four independent directors of the company and the Burman family, the largest shareholder in REL that launched an open offer to acquire an additional 26 per cent stake. The open offer, which closes on Friday, has so far received bids for only 1,668 shares.

 

Saluja has offered herself for reappointment, and the outcome of the voting will be known at the AGM. The AGM, originally scheduled for December, was delayed due to legal proceedings before the Madhya Pradesh High Court. A plea filed by a non-shareholder was later dismissed.

 

In another plea, the Delhi HC refused interim relief to minority shareholder Sapna Govind Rao who had contended that Burmans open offer undervalued the company. However, the court has directed Securities and Exchange Board of India (Sebi) to decide fast on the application for exemption filed by US entrepreneur Danny Gaekwad

 

Three leading proxy firms — Stakeholders Empowerment Services, Institutional Investor Advisory Services, and InGovern Research — have recommended an 'against' vote on the resolution pertaining to Saluja's reappointment. They cited concerns over corporate governance, ESOPs, and higher remuneration.

 

Refuting these concerns, REL described the reports as “orchestrated and motivated” and questioned the timing of the advisory firms' reports.

 

The company stated that matters regarding compensation practices and ESOPs were sub-judice and that any attempt to influence public opinion through “misleading analysis” was unethical.