The ongoing tussle between the Burman family and Religare’s current senior management escalated further on Friday, with REL Chairperson Rashmi Saluja outrightly denying that she was informed about the planned open offer a day before she went ahead in selling part of her shareholding in REL.

Saluja has asserted a lack of knowledge on the Burman family’s open offer strategy, disputing allegations from the crucial September 20 meeting.

This stance of the REL Chairperson assumes significance as it comes on the heels of the Burman family approaching SEBI seeking a detailed probe and necessary action on Saluja’s trades (12.93 lakh shares valued in aggregate at about ₹ 34.75 crore) in REL shares on September 21 and 22, following the meeting of the family’s representative with her at a hotel in Delhi on September 20.

The Burman family contends that its representative informed the REL Chairperson at the September 20 meeting about “our intention to make an open offer to the public shareholders of the company, acquire additional shares of the company, our intention to assume control of the company and appoint directors on the board of the company”.

Responding to businessine’s queries on the ongoing spat and the Burman family’s insider trading allegations, a REL spokesperson on Friday said, “Dr Rashmi Saluja categorically denies the fact that the representative of the Burman family informed her of the proposed open offer during the meeting.

The actual sale of shares that happened on September 21 and 22 was made at a prevalent market price”.

It now transpires that the REL shares sold by Saluja flowed out of the Employee Stock Option Plan (ESOPs) exercised by her.

“The process for ESOP exercise through financing and sales thereof by Dr Rashmi Saluja, Executive Chairperson, and other 12 employees was set in motion several days prior to the said meeting that happened on September 20 evening.

The share sale proceeds by Dr Rashmi Saluja were utilised to invest in additional ESOPs of Religare Group entities only”, the REL spokesperson added in an emailed response to businessline.

A spokesperson for REL noted that, as per standard corporate governance norms, exercising listed stock options by employees requires requisite approvals, which span several months before the actual sale. The process involves financing from external lenders as well as approvals for pledging financing, revocation and eventual sale. “In the said allegation, the approvals for the sale were already in place months before the said meeting”, REL Spokesperson added.

INDEPENDENT DIRECTORS 

In response to the query on the status of the independent directors report on the open offer made by the Burman family to acquire an additional 26 per cent of REL at ₹235 per share, the REL spokesperson said that the “Independent Directors are evaluating the open offer, and the report will be filed within the timelines prescribed under the SEBI SAST regulations”.

The five independent directors of Religare Enterprises had recently written to the Reserve Bank of India, SEBI, and IRDAI, levelling allegations of fraud and material breach of regulatory obligations against the Burmans.

The Burman family has maintained that these allegations by the independent directors are meant to deflect attention from trades made by Saluja.

Meanwhile, market regulator SEBI asked REL on November 8 for evidence and documents to substantiate the contentions of the independent directors’ in their letter. SEBI had also sought clarifications on certain points from the Merchant Banker (JM Financial) on the Letter of Offer on November 1. The merchant banker had in turn written to the target company (Religare) seeking a reply to the points pertaining to Religare.

The independent directors have also demanded that the acquirers (the Burman family) be scrutinised for the “fit and proper” criteria that apply to licence holders in segments of lending, health insurance, and share broking.

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