Justice P.K. Kaurav issued a notice to Religare Enterprises on Saluja’s plea and posted the matter for grant of an interim relief on Tuesday.
Saluja has sought a mandatory and permanent injunction for declaring the agenda and the proposed resolution for appointment of a director in the AGM as “null and void” and also a direction to Religare to withdraw the agenda item/proposed resolution and restrain it from taking up the agenda item for voting/declaring any results related to it.
Senior counsel Mukul Rohatgi, appearing for Saluja, argued that proceeding with the proposed resolution at the upcoming AGM would constitute a grave miscarriage of justice, violate established legal principles and corporate governance norms, and severely prejudice her rights.
Religare in its January 15 notice for the AGM had one of the proposed resolutions for the appointment of a director in place of Saluja, who retires by rotation.While seeking to stay the “resolution that intends to remove her as the Executive Chairperson/Managing Director prior to February 25, 2028,” Saluja claimed that the proposed resolution was in breach of the provisions of the Companies Act, 2013 and contrary to the Reserve Bank of India’s direction which mandates no change in management of the company. The resolution lacks legal basis and infringes upon her statutory and contractual rights, the petition stated.Saluja had been appointed as the executive chairperson of the company for a period of five years from February 26, 2023, by the nomination and remuneration committee of the company, as also by an AGM, and therefore there was no reason for the proposed resolution to be either a part of the agenda for the forthcoming meeting or to be voted upon, according to the petition.
“…it is unequivocally clear from a bare perusal of Section 196 (2) and Section 152 (6) of the Act that an Executive Chairperson (same as Managing Director), who is appointed for a fixed term is not liable to retire by rotation. That Section 196 must supersede Section 152 (6) otherwise there was no requirement under law to carve out a separate provision for the managing director,” the petition said.
The AGM will be keenly watched by the market participation as it involves the reappointment of Saluja, who has been at the helm of a battle with the Burman family on the control of the company.
In August, the Enforcement Directorate had searched the premises of Saluja in connection with a case of cheating and criminal conspiracy to defraud shareholders of Religare Enterprises.
The Burman family, currently the largest shareholder in Religare with a stake of around 25%, announced the open offer in September 2023 to increase its stake and take control of the company. The Burman family is looking to oust Saluja even though she has the backing of the company.
