The Delhi High Court on Wednesday issued a notice to Religare Enterprises (REL) on a petition by its executive director Rashmi Saluja seeking a stay on a resolution related to her removal as a director at the company’s upcoming meeting scheduled on February 7. Interestingly, four independent directors of the company have appointed a counsel to counter Saluja’s petition.
Mukul Rohatgi, representing Saluja, argued that her suit was distinct from the ongoing corporate control battle, arguing that the dispute centres on her contractual retirement terms. He also urged the court to grant an injunction preventing the REL board from taking any resolution to remove her or convene a meeting for that purpose.
Her plea challenges Section 152 (6) of the Companies Act, which mandates that one-third of the board, excluding independent directors, has to retire yearly. As the sole executive director, Saluja faces annual retirement under this rule.
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Saluja wishes to prevent the proposal at the upcoming annual general meeting, aimed at appointing a director in her place at Religare and completing her term till 2028. She has submitted that this resolution is invalid as she has a fixed five-year term as per the Companies Act, 2013 and her contractual rights are being violated. The filing copy further mentions that Saluja wishes to avoid retirement by rotation.
Nalin Kohli appearing on behalf of four independent directors, contended that he was not even served a copy and that the suit was ‘almost collusive’ in nature and pointed to ongoing investigations on Saluja.
The Burman family’s counsel Abhishek Manu Singhvi argued that any board decision directly impacts them, yet they have not been impleaded in the case. He also cited the recently dismissed case by the Madhya Pradesh High Court and pending matter before the Delhi High Court’s division bench, where similar reliefs are sought. The Burman family holds 26% stake in REL.
The case is being heard before the single judge bench of Justice Purushaindra Kumar Kaurav who directed that all relevant documents be served to the opposing parties and set a timeline for completion of pleadings by February 3,
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