Saluja ceases to be Religare director; Tripathi named chairperson

Praveen Kumar Tripathi, a non-executive independent director on the board of Religare Enterprises, was appointed chairperson of the financial services company till June-end as Rashmi Saluja ceased to be a director on the board effective Thursday, the company announced in separate statements to the stock exchanges. 

Saluja’s exit  follows a clarification from the Reserve Bank of India (RBI) confirming that its approval is not required for her removal, the company said in an exchange filing. After Saluja was voted out by the shareholders last week in the company’s annual general meeting (AGM), Religare had sought the RBI’s guidance on whether its permission was needed, given that the company is a listed non-banking financial firm. 

 

“The company had requested clarification from the RBI regarding the applicability of the regulation, specifically whether prior permission was required in this case,” the company said.

 

According to Religare Enterprises, the RBI’s response was received on Thursday. “Consequently, Rashmi Saluja, Executive Chairperson of the company, ceases to be a director of the company,” the company said. 

Meanwhile, the open offer made by the Burman family to the shareholders of Religare closed on Thursday after the Supreme Court deadline given to Danny Gaekwad, a US-based investor, to deposit ₹600 crore for the counter-offer expired on Thursday. With the open offer, the Burmans have acquired another 0.26 per cent stake in the company. 

Religare shares closed at ₹238 on Thursday. 

The open offer was extended by the Supreme Court to give an opportunity to Gaekwad to make a counter-offer for the company and give shareholders an opportunity to get a better price for their shares. 

The Burmans’ open offer opened on January 27, leading to the counter-offer by Gaekwad and the legal fight at the Supreme Court as the Securities and Exchange Board of India (Sebi) had returned Gaekwad’s letter seeking exemption from the markets regulator to make a counter-offer. 

Gaekwad said he did not receive sufficient time to deposit the ₹600 crore but had presented evidence to the regulators to show he has ample liquidity to make a counter-offer of ₹275 per share, compared to the ₹235 per share offered by the Burmans.

The Burmans had made an open offer to buy an additional 26 per cent in the company after the family office acquired 25 per cent in 2023. 

Saluja, who was the only non-independent director on the board of Religare, had filed a petition before the Delhi High Court, seeking a stay on the AGM. 

However, the court did not grant any relief. Saluja had filed another petition in the Delhi High Court against Sebi and the company itself. 

Saluja’s statements during the AGM on her being “not liable to retire by rotation” had also received flak from one of the independent directors of the company (in the AGM). 

The director, Tripathi, had written to the company secretary, asking for compliance with the provisions on disclosure and necessary filings on Saluja’s cessation following the shareholders’ vote. 

Legal experts said Saluja’s cessation may impact her continuance as director in Religare’s subsidiaries. 

They said her position in the subsidiaries was that of a “nominee” of the holding company or the parent, and following the shareholders’ dissent in the AGM, she may lose that too.