SEBI finds Rashmi Saluja guilty of insider trading in Religare shares, orders Rs 1.99 cr disgorgement

The Securities and Exchange Board of India (SEBI) has found former Religare Enterprises chairperson Rashmi Saluja guilty of insider trading and directed her to disgorge unlawful gains of Rs 1.99 crore along with interest, according to a detailed order issued by the market regulator. 

SEBI also imposed a monetary penalty of Rs 40 lakh on Saluja, alleging that she traded in shares of Religare Enterprises Ltd. (REL) while in possession of unpublished price-sensitive information (UPSI) related to the Burman family’s open offer announcement in September 2023.

SEBI, in its notice and final order, said the investigation began after it received a complaint in November 2023 from investment firms linked to the Burman Group seeking a probe into trades executed by Saluja in REL shares. 

According to the regulator, the UPSI period was considered between September 8 and September 25, 2023, when the proposed open offer by the Burman family had not yet been made public. 

SEBI said Saluja, who was then Executive Chairperson and Key Managerial Personnel of REL, sold 12.93 lakh shares of the company on September 21 and 22, 2023, for around Rs 34.7 crore.  According to the order, the trades helped her avoid losses of approximately Rs 1.99 crore after REL shares declined following the public announcement of the open offer on September 25, 2023. 

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SEBI said its investigation relied on WhatsApp chats, call detail records, meeting schedules and hotel invoices that allegedly established Saluja’s access to the UPSI before the open offer announcement.

The regulator pointed to meetings between Saluja, Dabur Chairman Emeritus Dr A.C. Burman and Burman Group representative Arjun Lamba at The Oberoi hotel in New Delhi on September 20, 2023. 

SEBI noted that Dr A.C. Burman, in his affidavit, stated that the purpose of the September 20 meeting was to inform Saluja that the Burman family intended to launch the open offer on September 25, 2023.  Arjun Lamba also reportedly told investigators that Saluja was informed about the plan to acquire control of REL during the meeting. 

The order also cited WhatsApp exchanges dated September 25, 2023, where Saluja allegedly shared drafts of REL’s proposed press release regarding the open offer with Lamba before the information was formally disseminated to stock exchanges.  SEBI observed that REL’s stock price declined significantly after the open offer announcement. According to the regulator, the stock closed 6.85% lower on September 25 and fell another 3.08% the next trading session. 

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In her defence, Saluja denied all allegations and claimed the trades were executed after obtaining mandatory internal pre-clearance approvals from the company’s compliance officer. She argued that the share sale proceeds were meant to fund the exercise of employee stock options (ESOPs) in Care Health Insurance, a subsidiary of REL. 

Saluja also maintained that she became aware of the open offer only on September 25, 2023, when the announcement became public. She further alleged that the complaint by the Burman Group was motivated by the ongoing corporate control battle over Religare Enterprises. 

However, SEBI concluded that Saluja traded in REL shares while in possession of UPSI and violated insider trading regulations under the SEBI Act and the Prohibition of Insider Trading (PIT) Regulations.

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