Rashmi Saluja ESOP Issue: Proxy Advisory Firm Seeks Update from Religare on Recovery of ₹480 Cr

Burman family-led Religare Enterprises received a request from an advisory firm, InGovern Research Services, seeking information regarding the issue of recovering shares of a subsidiary worth ₹ 480 crore from the former chairperson of the financial services firm Rashmi Saluja. The request sought details on the employee share options awarded to Saluja from Care Health Insurance, the Mint reported. 

The Bengaluru-based advisory firm also sought information about the recovery of fees paid by the Religare Enterprises subsidiary to its former independent director, Pratap Venugopal, who reportedly offered legal opinion to the insurance firm. The advisory company also flagged concerns like conflict of interest regarding Venugopal on the ESOPs issue, as he served as the independent director of the company’s board. The firm argued that Venugopal was both advising and approving Care’s decisions on the ESOPs.

Additionally, the Bengaluru-based firm highlighted that the Nomination and Remuneration Committee, which approved pay and stock options, lacked independence, as Venugopal was a part of it. The advisory firm reportedly also alleged that Venugopal’s dual role wasn’t disclosed to shareholders. 

Religare’s Take 

On the other hand, Religare mentioned that the IRDAI in its order declared the issuance of ESOPs to Saluja illegal. The subsidiary had filed an appeal against the order before the Securities Appellate Tribunal (SAT), but following Saluja’s removal as the chair a few months back, the appeal was withdrawn. Presently, the issues are being dealt with internally. 

“Irdai issued an order holding the issuance of ESOPS to Dr. Saluja Illegal. Care Health Insurance Limited had filed an appeal before the Securities Appellate Tribunal (SAT) under instructions from Dr. Saluja, who was then the non-executive chairperson of the board,” Religare Enterprises told the Mint. “Subsequent to Dr. Saluja’s removal from the board, the board of directors of the company decided to withdraw the appeal. The said appeal before the SAT now stands withdrawn. We offer no further comments, as these issues are being examined internally,” the financial services firm added.