Proxy advisory firm InGovern has raised concern over Religare Enterprises postponing its 40th annual general meeting “without any valid reason” and has sought a Sebi probe into the circumstances surrounding the delay. The regulator may examine the decision-making processes that led to the delay, as well as the company’s actions regarding share allotments and Employee Stock Ownership Plans (ESOPs), the advisory firm said in a report.
This scrutiny aims to uncover any potential corporate governance issues or regulatory violations, it said.
Religare Enterprises Ltd (REL) has deferred its annual general meeting (AGM) by three months to December 2024 from September 2024.
The delay is particularly significant because REL executive chairperson Rashmi Saluja was due for re-appointment as she will retire by rotation at the originally scheduled AGM in September, the report said.
“This decision has left shareholders frustrated, as the company has not provided a valid reason for the delay, especially since the financial accounts were already filed with the exchanges,” it stated further.
As the only non-independent director, her position requires re-appointment at each AGM, making the timing of this delay critical, it said.
REL is locked in a battle with Burman family-controlled firms over the management control of the financial services firm.
Burmans, the promoter of Dabur, who hold around 25 per cent of REL through four entities — MB Finmart, Puran Associates, VIC Enterprises, and Milky Investment and Trading Co — announced an open offer on September 25, 2023, to acquire a 26 per cent stake from public shareholders.
Soon after the open offer bid, Burmans complained to capital market regulator Sebi for violation of insider trading rules by the chairperson and appointment of the board of her choice.
Meanwhile, one of the Burman family firms Finmart Pvt Limited filed a case against the Registrar of Companies (RoC) and REL for delay in AGM for three months.
The court issued notice to the RoC and the company and granted 10 days to file a counter affidavit and five days thereafter for the Appellants to file rejoinder, according to a REL exchange filing.
The matter is now listed for hearing on October 21, 2024, it said.
