$-37 * IN THE HIGH COURT OF DELHI AT NEW DELHI + CS(OS) 61/2025 and I.A. 2372/2025 Date of Decision:04.02.2024 DR. RASHMI SALUJA D/O MR. OM PRAKASH AWASTHY HOUSE NO. 5C, WHITE HOUSE 10, BHAGWAN DAS ROAD, DELHI-110020 ....PLAINTIFF (Through: Mr. Sandeep Sethi, Sr. Advocate with Mr. Sameer Rohatgi, Mr.

Keshav, Mr. Shivam, Mr. Kshitij, Mr. Aryan, Ms. Nandita, Advocates.)

Versus RELIGARE ENTERPRISES LIMITED RELIGARE ENTERPRISES LIMITED THROUGH ITS COMPANY SECRETARY/BOARD OF DIRECTORS/AUTHORISED REPRESENTATIVES

1407, 14TH FLOOR CHIRANJIV TOWER, 43, NEHRU PLACE, DELHI, INDIA- 110019 ....DEFENDANT (Through: Mr. Nalin Kohli, Sr. Advocate with Mr. Shankh Sengupta, Mr. Aubert Sebastian, Mr. Ribhu Garg, Mr. Arnav Doshi, Ms. Nimisha and Ms.

Ms. Anshul, Advs.

Dr. Abhishek Manu Singhvi, Sr. Advocate, Mr. Mahesh Jethmalani, Sr. Advocate, Mr. Dayan Krishnan, Sr. Advocate, Mr. Abhimanyu Bhandari, Sr. Advocate with Mr. Mahesh Agarwal, Mr. Rishi Agarwal, Mr. Nirvikar Singh, Mr. Rohan Batra, Ms. Devika Mohan, Ms. Niyati Kohli, Mr. Rishabh Bhargava, Mr. Dhruv Sethi, Ms. Nidhi Chaudhary, Ms. Yuga Kare, Mr. Pratham Vir, Mr. Siddharth Seem, Mr. Daksh, Ms. Mugdha Pande, Mr.

Signature Not Verified Signature Not Verified Digitally Signed By:PRIYA Digitally Signed Signing Date:06.02.2025 By:PURUSHAINDRA Vaibhav Thaledi, Mr. Pranav Badheka and Mr. AvishkarSinghvi, Advocates for Shareholders/Intervenors.)

CORAM:

HON'BLE MR. JUSTICE PURUSHAINDRA KUMAR KAURAV JUDGMENT (ORAL)

I.A. 2370 of 2025 The present application under Order XXXIX Rule 1 and 2 of the Code of Civil Procedure, 1908, seeks an interim injunction restraining the agents, employees, and officers of the defendant company from proceeding with the voting on a Proposed Resolution dated 10.01.2025. The said Resolution pertains to re-appointment of the plaintiff as Executive Chairperson/Managing Director at its 40^th Annual General Meeting [AGM] scheduled for 07.02.2025. The plaintiff further seeks to restrain the defendant company from placing the Proposed Resolution for voting, from declaring the results of any such voting, and from considering or passing any Resolution aimed at removing the plaintiff as Executive Chairperson/Managing Director during the pendency of the suit.

Brief Facts

2. The plaintiff currently serves as the Executive Chairperson of Religare Enterprises Limited [REL]. She also holds key positions as Chairperson cum Managing Director of ReligareFinvest Limited and Non- Executive Chairperson of Care Health Insurance Limited and Religare Broking Limited. The defendant-company, REL, is a Core Investment Company incorporated in the year 1984 under the Companies Act, 1956, Signature Not Verified Signature Not Verified Digitally Signed By:PRIYA Digitally Signed Signing Date:06.02.2025 By:PURUSHAINDRA and registered with the Reserve Bank of India [RBI]. It operates as a diversified financial services provider through its subsidiaries and associated entities, with business interests spanning over the insurance and financing sectors.

Submissions on behalf of the plaintiff

3. Learned Senior Counsel, Mr. Sandeep Sethi, appearing for the plaintiff, submits that prior to 2018, the defendant company was under the control of its erstwhile promoters, Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, who faced multiple Civil and Criminal proceedings related to financial mismanagement and regulatory violations. Following their exit from the Board in February 2018, the defendant-company underwent a structural overhaul, with the Board being reconstituted. Pursuant to the same, the plaintiff was inducted and she led a turnaround strategy for the defendant-company, that stabilized operations and financial health.

4. Learned senior counsel submits that the plaintiff was inducted into the Board of the defendant company as an Additional Director in the capacity of a Non-Executive Independent Director on 20.12.2018. Her appointment was subsequently regularized at the Annual General Meeting held on 26.09.2019, and