The Delhi High Court on Tuesday refused to pass an interim order to halt the upcoming annual general meeting (AGM) of Religare Enterprises Ltd (REL) whose shareholders will vote on a resolution for the re-appointment of Rashmi Saluja as a director on February 7.
Saluja had filed the petition in the high court citing the resolution is illegal and that it violates the Companies Act 2013 apart from being contrary to the directions of the Reserve Bank of India (RBI).
According to Saluja, her appointment was for a fixed period of five years ending in February 2028 and therefore there was no need to vote on the resolution.
She had also maintained that her appointment under Section 196 of the Companies Act, exempts her from retirement by rotation.
The Burman family of Dabur have announced an open offer to acquire 26 per cent from the public shareholders of REL which commenced on January 27.
The court, however, said Saluja has not made any prima facie case to grant an interim injunction. REL shares ended at ₹236.10 on Tuesday, down 0.88 per cent.
``Plaintiff has failed to establish a prima facie case in her favour for grant of interim injunction,” Justice Purushaindra Kumar Kaura observed.
Three of the country’s proxy advisory firms Stakeholders Empowerment Services (SES), Institutional Investor Advisory Services (IiAS)and InGovern Research have recommended that shareholders vote against the resolution.
``The ongoing scrutiny of Religare raises questions about the effectiveness of governance under her leadership which reflects poorly on her oversight and governance capabilities,” InGovern said.
Reacting to these reports, REL has said that they are `orchestrated and motivated’.