**Religare Chairperson Seeks High Court Intervention to Halt Shareholder Vote**
Religare Enterprises’ independent directors have expressed dissatisfaction with the company’s swift announcement regarding Danny Gaekwad’s late bid. They contend that the company secretary may have acted inappropriately, potentially misleading shareholders during the open offer process, and are calling for increased transparency.
Two independent directors on the board of Religare Enterprises Ltd, Praveen Tripathi and Malay Sinha, criticized the company’s rush to publicize Gaekwad’s late bid. This comes as chairperson Rashmi Saluja has approached the High Court to prevent a shareholder vote that could determine her future leadership at the company. On January 26, Tripathi and Sinha communicated their concerns to Religare’s company secretary, Vinay Gupta, regarding the Gaekwad proposal, which was returned by the market regulator.
Tripathi labeled Gupta’s decision to forward letters without confirming the sender’s identity as “injudicious,” while Sinha noted that Gupta acted against an instruction to seek approval from a committee of independent directors concerning matters related to the open offer. Both directors have shared copies of their emails.
Over the weekend, Gaekwad proposed a competing offer valued at ₹5,000 crore, challenging the Burmans’ ongoing bid for an additional 26% stake. Religare has forwarded both proposals to the stock exchanges. However, emails sent to Sinha, Tripathi, and Religare have not received any responses.
Sinha emphasized in his email that for the committee of independent directors to operate impartially and fairly, as required by regulators, the letter from the Burman family associates should also be disclosed to the stock exchanges. The board of Religare consists of seven members, including five independent directors: Sinha, Tripathi, Ahmed, Ranjan Dwivedi, and Preeti Madan, along with executive director Saluja and company secretary Gupta.
Concerns Over Due Diligence
The Burmans’ letter to Religare, which has yet to be disclosed on the exchanges, raised alarms about the company’s lack of due diligence before announcing Gaekwad’s offer, suggesting it was intended to confuse public shareholders during the open offer. The Burman family accused those in senior management and on the board of engaging in “manipulative, fraudulent, and unfair trade practices” by publishing these disclosures. They further claimed that Gaekwad’s proposal is invalid and riddled with “inconsistencies and absurdities.
