Two different Benches of the Delhi High Court on Tuesday refused to interfere with the conduct of the Annual General Meeting (AGM) of Religare Enterprises Limited (REL) which is set to take place on February 7. .The shareholders of Religare are expected to vote on the Burman Family's take over of Religare Enterprises at the AGM scheduled on February 7.Two separate pleas concerning this meeting came up today before the High Court. One plea was heard by the Bench of Chief Justice Devendra Kumar Upadhyaya and Justice Tushar Rao Gedela, and involved an appeal challenging a single-judge's January 30 refusal to stay the AGM. This was filed by a minority shareholder called Sapna Govind Rao, who claims that the takeover of REL by the Burman Family is being mishandled and that the Burman family's offer undervalues REL shares..Rao has contended that a competing offer has been received from M/s. Danny Gaekwad Developments & Investments, Florida (Gaekwad) which values REL shares at ₹275 per share - a 17 per cent premium over the Burman family’s offer of ₹235 per share.The Division Bench refused to grant Rao any interim relief. However, it directed the Securities Exchange Board of India (SEBI) to decide on an application filed by Gaekwad in relation to the matter at the earliest. Gaekwad had filed an intervention plea in the case 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. .Meanwhile, the second related plea was heard by Justice Purushaindra Kumar Kaurav, who refused to pass any interim order to halt the voting at the AGM on a resolution that may culminate in the removal of Dr. Rashmi Saluja from her position as the current Executive Chairperson of Religare.This suit was filed by Saluja, who has challenged a proposed resolution at the upcoming 40th AGM, which seeks to appoint a new director in her place. Saluja has contended that the resolution is illegal, violates the Companies Act 2013, and contravenes a Reserve Bank of India (RBI) directive issued on December 9, 2024, which prohibits changes in REL's management.She has argued that the proposed resolution for her reappointment is unnecessary and unlawful, as her current term extends until February 25, 2028. She contended that her fixed-term appointment under Section 196 of the Companies Act exempts her from retirement by rotation under Section 152(6), making the resolution invalid. She has sought a declaration that she is not liable to retire by rotation and that the proposed resolution is illegal.Saluja has also sought for permanent injunctions to prevent her removal and to stop the resolution from being voted on at the AGM..The Court, however, opined today that Dr. Saluja had not made out any prima facie case to grant an interim injunction, and that she can be compensated later if she succeeds in her case. "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 SethiSapna 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.
