MUMBAI : The billionaire Burman family has questioned the process of appointing former Delhi Police commissioner Rakesh Asthana as a director on the board of Religare Enterprises Ltd, calling it a breach of listing rules. The Burmans, locked in a battle for control of Religare where they own more than 25%, have written to the market regulator that the company erred in not getting Asthana's 2 November appointment as whole-time executive director cleared by shareholders within the mandatory three months.
Section 17 of Securities and Exchange Board of India's (Sebi) listing obligations and disclosure requirements (LODR) mandate every publicly listed company appointing an executive director to secure shareholders' approval through a special resolution. The approval should be sought at the first general meeting of shareholders following the appointment, or within three months from the date of appointment, whichever is earlier.
On 7 February, 2024, after the three-month period ended, Religare issued a notice to its shareholders for approval for various resolutions via e-voting, without mentioning the Asthana appointment, Burmans alleged. "It is well settled that seeking the approval of the shareholders through a special resolution by way of a remote e-voting facility is nothing but a general meeting of the company (REL).
In this context, your attention is drawn to Section 110 (2) of the Companies Act, 2013 and Rule 22 of the Companies (Management and Administration) Rules, 2014," said the 6 March letter. "By not seeking the approval of the shareholders for appointment of Mr.
Rakesh Asthana in the forthcoming general meeting, REL has breached Regulation 17(1C) of the SEBI LODR. This is a violation of shareholder rights on an
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