Delhi High Court Rejects Dr. Rashmi Saluja's Appeal Against Religare AGM

Delhi High Court Rejects Dr. Rashmi Saluja's Appeal Against Religare AGM

A division bench of the Delhi High Court on Thursday dismissed an appeal by Dr. Rashmi Saluja, Executive Chairman of Religare Enterprises Limited (REL), challenging a single-judge order that refused to halt voting on a resolution at the company’s Annual General Meeting (AGM), which could lead to her removal.

The bench, comprising Justices Rekha Palli and Saurabh Banerjee, upheld the single-judge ruling, stating:

"We find no infirmity in the order of the single judge. Appeal dismissed." Saluja had approached the court, challenging the proposed resolution at REL’s 40th AGM to appoint a new director in her place. She argued that the resolution was illegal and violated the Companies Act, 2013, as well as a Reserve Bank of India (RBI) directive dated December 9, 2024, which restricted changes in REL’s management.

She further contended that since her term as Executive Chairman runs until February 25, 2028, the resolution was unnecessary and unlawful. Citing Section 196 of the Companies Act, she argued that her fixed-term appointment exempts her from retirement by rotation under Section 152(6), making the resolution invalid. Accordingly, she sought a permanent injunction to prevent her removal and to block the resolution from being voted on.

On February 4, Justice Purushaindra Kumar Kaurav had rejected her plea for an interim injunction, ruling that:

"When the monetary value of a claim can be determined, there can be no irreparable harm. If the plaintiff (Saluja) succeeds in the civil suit, she can be compensated monetarily. However, if an interim injunction is granted and she fails to prove her case, she would have held the position without being eligible. The plaintiff has failed to establish a prima facie case for an interim injunction."

Additionally, on the same day, a bench led by Chief Justice Devendra Kumar Upadhyaya refused to stay the AGM in response to a plea filed by minority shareholder Sapna Govind Rao.