Religare Enterprises Limited (REL) held its Extraordinary General Meeting (EGM) on August 8, where shareholders approved a special resolution for the issuance of warrants convertible into equity shares through preferential allotment on a private placement basis.

Meeting Details

The EGM, chaired by Mr. Malay Kumar Sinha, Independent Director & Non-Executive Chairperson, was conducted via video conferencing in compliance with regulatory guidelines. The meeting commenced at 12:00 noon IST and concluded at 12:36 p.m., following a 15-minute e-voting window for attendees.

Board Attendance

Eight directors participated in the meeting, including:

• Mr. Praveen Kumar Tripathi (Independent Director and Chairperson of Audit & Governance Committee and Nomination & Remuneration Committee)
• Ms. Preeti Madan (Independent Director)
• Mr. Ranjan Dwivedi (Independent Director)
• Mr. Rajender Mohan Malla (Independent Director)
• Mr. Arjun Lamba (Non-Executive & Non-Independent Director)
• Mr. Gurumurthy Ramanathan (Non-Executive & Non-Independent Director)
• Mr. Suresh Mahalingam (Non-Executive & Non-Independent Director)

Mr. Shrikant Shreeniwas Somani, an Independent Director, was unable to attend due to prior commitments.

Voting Process

The company provided remote e-voting facilities through KFin Technologies Limited prior to the meeting. Members who hadn't voted remotely were given the opportunity to vote during the EGM. Mr. Ankush Agarwal from MAKS & CO., Company Secretaries, was appointed as the scrutinizer for the voting process.

Resolution Outcome

The special resolution for the issuance of warrants convertible into equity shares through preferential allotment was passed with a significant majority. The consolidated voting results showed:

Additional Notes

The company had earlier issued a corrigendum to the EGM notice on July 31, providing additional details as requested by the National Stock Exchange of India Limited (NSE) regarding the preferential issue of convertible warrants.

Religare Enterprises Limited will submit the detailed voting results and the scrutinizer's report to the stock exchanges within two working days of the meeting's conclusion, as per regulatory requirements.

The approval of this resolution marks a significant step for Religare Enterprises, potentially impacting its capital structure and future growth strategies. Investors and stakeholders will be keenly watching the implementation of this warrant issuance and its effects on the company's financial position.

In a significant development for Religare Finvest Limited (RFL), a material subsidiary of Religare Enterprises , the Delhi High Court has quashed the fraud classification of RFL's account by 14 banks. The court's decision marks a pivotal moment for the company in its legal battle against the fraud tag.

Court's Ruling and Rationale

The Delhi High Court ruled that RFL was not given an opportunity to be heard before the fraud classification, which violated the principles of natural justice. This decision aligns with the Supreme Court's precedent requiring personal hearings before fraud classification under RBI Master Directions.

Banks Involved

The list of respondent banks affected by this ruling includes:

Key Points of the Court Order

• The court quashed and set aside the classification of RFL's account as 'Fraud'.
• All respondent banks were directed to remove the fraud classification from RBI's Central Fraud Registry within two weeks of the order.
• The ruling emphasized the importance of providing an opportunity for a hearing before making such classifications.

Background of the Case

RFL had challenged the fraud classification through a writ petition filed before the Delhi High Court. The company argued that they had received No Dues Certificates from all lenders and that the classification was made without proper hearing.

Earlier Developments

It's worth noting that Central Bank of India had already removed the fraud tag during the petition proceedings.

Implications for Religare Finvest

This ruling is a significant victory for Religare Finvest Limited. The removal of the fraud classification is likely to have positive implications for the company's financial operations and reputation in the market.

Legal Precedent

The court relied on the Supreme Court's decision in the case of State Bank of India vs. Rajesh Agarwal & Ors., which established the necessity of personal hearings in such classifications.

This landmark decision underscores the importance of due process and natural justice in banking regulations, potentially influencing similar cases in the future.