Defends move to drop the agenda item on her retirement by rotation and reappointment as director.
Under intense scrutiny and facing mounting legal challenges, Religare Enterprises chairperson Rashmi Saluja presided over the company’s 40th Annual General Meeting (AGM), addressing the firestorm of allegations that have engulfed the company in recent months.
The meeting, held via video conferencing on Friday, took place against the backdrop of an intensifying takeover battle by the Burmans, amid allegations of financial misconduct.
The meeting was expected to be a high-stakes affair given that in a surprising move, Saluja had removed the agenda item related to her reappointment, asserting that she had already been appointed as chairperson until 2028, rendering the vote unnecessary. Proxy advisory firms had earlier recommended against her reappointment over governance concerns.
Addressing shareholders with an impassioned defence of her leadership, Saluja categorically rejected allegations of financial wrongdoing, insisting that her management team had rescued Religare from collapse and restored its reputation in the financial sector.
“The entire turnaround of six years got converted into a murky battle between four acquirer companies versus the management. And the management was chosen and picked to get the brunt of the open offer. The entire hard work of six years is being tarnished,” she said.
The biggest flashpoint at the meeting was Saluja’s decision to withdraw the agenda item of her reappointment with independent director Praveen Kumar Tripathi challenging her authority to do so. Saluja, however, countered these objections with a simple yet decisive explanation: “I don’t offer myself for re-appointment as I’m not liable to retire by rotation.” Tripathi argued that shareholders still had the right to vote, but Saluja stood her ground, citing legal and governance precedents that upheld her stance.
Saluja used the meeting as a platform to directly address the allegations against her, particularly claims of insider trading, ESOP mismanagement, and financial misconduct. She dismissed the ED raids and Sebi inquiries as an orchestrated attempt to discredit her leadership and weaken Religare at a critical juncture when the company is facing a hostile takeover attempt by the Burmans.
She also criticised the portrayal of the company’s ESOP programme as a money-laundering scheme, arguing that the stock-based incentives were fully compliant with Indian regulations and approved by shareholders through special resolutions.
“Why should the ESOP be part of the PMLA only for this company? Whether should any employee ever accept an ESOP? That is the hard work which has been completely taken away. And I feel extremely sad by saying that this is how the company, the management, has been treated. Every single thing has been subject to scrutiny in a negative manner. We have no platform to even to talk about or to say all these things,” she asserted.
A significant underlying issue at the AGM was the open offer by the Burmans—promoters of the Dabur Group—to acquire a controlling stake in Religare Enterprises. Saluja has opposed the takeover, claiming that the offer undervalues the company and is not in shareholders’ best interests.
During the AGM, she also touched upon Florida-based businessman Danny Gaekwad’s competing counteroffer of ₹275 per share, which is significantly higher than the Burmans’ ₹235 per share offer. “Our job is to unlock the full value of Religare for shareholders. At least the responsibility of getting the right price to the company and unlocking the value to the best strength of the company at least in front of you. Please protect your own rights. Whatever you feel is appropriate, you should do and whatever and however you would like, it is in your hand,” she told shareholders.
In her closing remarks, Saluja said, “Mr. Tripathi has said what he has said. We, of course, take that on record. And whatever I have to say, I have also said, and please consider that also on record… And I have nothing more to say, except I stick to what I have said.”
In saying so, it was amply clear that who is calling the shots at Religare!
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