Religare Enterprises Ltd chairperson Rashmi Saluja informed shareholders during the company’s annual general meeting (AGM) on Friday that they would not be able to vote on her continuation as she was not retiring as a director, a decision that surprised both shareholders and proxy advisory firms. After the management’s opening remarks, shareholders gathered to vote on three resolutions, including Resolution No. 2 regarding Saluja’s reappointment as a director.
In a draft of the AGM proceedings shared with the stock exchanges, Saluja stated, “As per the 2nd resolution, I don’t offer myself for re-appointment as I am not liable to retire by rotation.” At this moment, P.K. Tripathi, one of the four independent directors, interjected to request that shareholders be allowed to vote. “I would also like to state that the Board is committed not only to support the Management but also to support the stakeholders. Therefore, it is the duty of the Board to ensure the AGM is held and the Agenda for the AGM is discussed,” Tripathi remarked, according to the minutes. “In essence, the right of the stakeholders to exercise their vote on the agenda cannot be taken away.”
Saluja’s decision was unexpected, especially since multiple court appeals had been filed since December to halt the shareholder meeting. The first appeal was made by an investor in the Jabalpur bench of the Madhya Pradesh High Court, followed by another from a minority investor in the Delhi High Court. Additionally, Saluja herself filed a lawsuit against the company, seeking a stay on the AGM proceedings. These actions stemmed from her concern about the possibility of being ousted as a director.
In court, Saluja’s attorney argued that the AGM agenda infringed upon her contractual tenure, which is secured until 2028, along with conditional approval from the Reserve Bank of India (RBI) granted on December 9, 2024. However, the courts denied any relief.
Religare’s five-member board consists of Saluja, Tripathi, Malay Sinha, Ranjan Dwivedi, and Preeti Madan, with all members except Saluja being independent directors. “It is a very, very important AGM for multiple reasons,” Saluja stated as she, along with the independent directors, presided over the meeting from Religare’s office in Delhi, while investors participated virtually.
Saluja’s decision meant that Religare’s shareholders could not vote on her reappointment during the meeting. However, most investors had already cast their votes on the three resolutions using the electronic voting facility available from Tuesday to Thursday. Religare announced that the voting results would be disclosed before Sunday evening. On Tuesday, approximately one-third of Religare’s investors indicated to sources that they had voted against Saluja’s reappointment as a director. Emails sent to Saluja and Religare went unanswered.
