Delhi HC turns down plea for relief by Saluja in Religare case
The Delhi High Court has rejected Religare Enterprises (REL) Chairperson Rashmi Saluja’s plea to block investors from voting on her re-appointment and allowed the Burmans to go ahead with their open offer to increase stake in the company.
Justice Purushaindra Kumar Kaurav declined to stall the AGM, clearing the decks for shareholders to vote on appointing a new director. Separately, the Division Bench, led by the Chief Justice Devendra Kumar Upadhyaya, ruled that Burman’s existing open offer can proceed despite Danny Gaekwad’s competing open offer.
Senior Counsel Sandeep Sethi representing Saluja pressed in favour of the contractual agreement that allows her to remain as director till 2028, and that any deviation from the agreed process for retirement and re-appointment undermines not only the contractual obligations, but also the broader principles of corporate governance.
He argued that the director’s role is not a mere commodity to be compensated for with money, but a position of trust and honour that must be preserved as contractually stipulated.
The Court recognised that the case raises intricate questions involving the precise interpretation of statutory requirements. While appreciating the detailed legal reasoning put forward by Sethi, the Court declined to grant the injunction sought at this stage.
The corporate dispute
The Court’s decision is a crucial chapter in the broader Burman-Saluja-Religare dispute that has gripped the corporate world over the past several months.
In addition to the case filed by Saluja, minority shareholder Sapna Rao recently filed a separate case with the Delhi High Court questioning the overall governance framework at REL and sought directions to consider the counter open offer made by Danny Gaekwad.
Gaekwad filed an intervention application and the Division Bench on Tuesday ruled that SEBI will consider Gaekwad’s offer ‘in accordance with law’ and that the open offer by Burmans can continue, subject to final outcome of the appeal.
