Religare Enterprises Boardroom Battle: Proxy Advisory Firms Oppose Rashmi Saluja's Reappointment

Three proxy advisory firms—Stakeholders Empowerment Services (SES), Institutional Investor Advisory Services (IiAS), and InGovern Research—have warned against Rashmi Saluja's reappointment as Religare Enterprises director.

The voting on the issue starts on Tuesday, and the results will be out after the AGM on Friday.

Saluja also serves as the Chairperson of Care Health Insurance Limited. The company had sought IRDAI's approval to grant 22.7 million ESOPs to her. The request was rejected by IRDAI, but the company proceeded with the ESOP grant based on a legal opinion. The IRDAI later ordered a buyback of these ESOPs, but the order has been stayed by the insurance tribunal.

Meanwhile, Saluja is also engaged in several corporate disputes with the Burman family in the tussle for the majority stake of Religare.

As per Institutional Investor Advisory Services (IiAS), these ongoing legal disputes and police cases may distract the board and impact Dr. Saluja’s ability to perform her role effectively.

Similar concerns were flagged by the Stakeholders Empowerment Services and InGovern Research also.

However, in a response to the advisory of these firms, Religare mentioned in a media statement, "We strongly reject these proxy advisory reports which demonstrate a concerning pattern of publishing unverified, misleading information without seeking any clarification from REL's management."

These reports, clearly orchestrated and motivated, raise serious questions about their timing and intent, particularly when companies like InGovern have previously received legal notices from REL for publishing false, incorrect, and mala fide reports, the statement read.

Meanwhile, Dr. Rashmi Saluja has moved the Delhi High Court against her removal as a director of Religare Enterprises Ltd., as she wishes to continue in her current role till 2028, according to the petition copy seen by NDTV Profit.

The filing copy further mentions that Saluja wishes to avoid retirement by rotation.

Her plea challenges Section 152 (6) of the Companies Act, which mandates that one-third of the board, excluding independent directors, has to retire yearly. As the sole executive director, Saluja faces annual retirement under this rule.

The next hearing in the matter will take place on Tuesday before the Delhi High Court.

Saluja's case is that she wishes to prevent the proposal at the upcoming annual general meeting, aimed at appointing a director in her place at Religare. She has submitted that this resolution is invalid as she has a fixed five-year term as per the Companies Act, 2013, and her contractual rights are being violated. She was appointed to her role in 2020.

Saluja's main ask is that Religare should be prevented from voting or implementing the resolution to oust her from the board. The case is slated to be heard on Tuesday before the single judge bench of Justice Purushaindra Kumar Kaurav.

Meanwhile, Sapna Govind Rao, a minority shareholder with 500 shares in Religare Enterprises Ltd., has moved the Delhi High Court to stop the Dabur fame Burman family's acquisition of the company's stake.

Rao has instead supported the counteroffer given by Danny Gaekwad, which SEBI returned on Tuesday.

As per the information available on the Delhi High Court website, Rao's petition mentioned that the conditional approval given to the Burman family by the Reserve Bank of India is not in consonance with the acquisition and takeover regulations of the Securities and Exchange Board of India.