Two different benches of the Delhi High Court on Tuesday declined to intervene in the Annual General Meeting (AGM) of Religare Enterprises Limited (REL), scheduled for February 7.
At the AGM, shareholders are set to vote on the Burman Family's proposed takeover of REL.
The High Court heard two separate pleas related to this meeting.
One of the pleas was placed before a bench comprising Chief Justice Devendra Kumar Upadhyaya and Justice Tushar Rao Gedela. It involved an appeal challenging a single-judge's January 30 decision, which had refused to stay the AGM.
This appeal was filed by minority shareholder Sapna Govind Rao, who argues that the Burman Family’s takeover is being mismanaged and that their offer undervalues REL shares.
Rao has argued that a competing offer has been made by M/s. Danny Gaekwad Developments & Investments, Florida (Gaekwad), valuing REL shares at ₹275 per share—17% higher than the Burman Family’s offer of ₹235 per share.
The Division Bench declined to grant Rao any interim relief but directed the Securities and Exchange Board of India (SEBI) to promptly decide on an application filed by Gaekwad regarding the matter. Gaekwad had also filed an intervention plea before the High Court.
"We direct SEBI to decide the application dated February 1 filed by the intervenor (Gaekwad) within shortest possible time. It is further directed that public offer process shall be subject to the outcome of this appeal. This order is being passed without prejudice to the rights of the party," the Court said.
The second plea was heard by Justice Purushaindra Kumar Kaurav, who declined to pass any interim order halting the voting at the AGM on a resolution that could lead to the removal of Dr. Rashmi Saluja as the Executive Chairperson of Religare Enterprises Limited (REL).
Saluja had filed the suit challenging a proposed resolution at the 40th AGM, which seeks to replace her with a new director.
She argued that the resolution is illegal, violates the Companies Act, 2013, and contravenes an RBI directive dated December 9, 2024, which bars changes in REL’s management. Saluja further contended that since her current term extends until February 25, 2028, the resolution for her reappointment is unwarranted and unlawful.
According to her, her fixed-term appointment under Section 196 of the Companies Act exempts her from retirement by rotation under Section 152(6), rendering the resolution invalid.
She has sought a declaration that she is not subject to retirement by rotation and has also requested a permanent injunction to prevent her removal and stop the resolution from being put to a vote at the AGM.
The Court, however, observed that Dr. Saluja had not established a prima facie case for an interim injunction. It noted that if she ultimately succeeds in her case, she can be compensated at a later stage.
"When monetary value of a claim can be determined, there can be no irreparable value. If the plaintiff (Saluja) succeeds in the civil suit the plaintiff can be compensated monetarily. However if the interim injunction is granted and the plaintiff cannot prove her case, she would have held the position without being eligible to hold the same. Plaintiff has failed to establish a prima facie case in her favour for grant of interim injunction," the Court said.
Saluja was represented by Senior Advocate Sandeep Sethi
Sapna Govind Rao (minority shareholder) was represented by Senior Advocate CA Sundaram.
Gaekwad was represented by Senior Advocate Rajeev Nayyar
The respondents were represented by Senior Advocates AM Singhvi, Mahesh Jethmalani, Nalin Kohli, Neeraj Malhotra and Abhimanyu Bhandari.
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