Mumbai: The Securities and Exchange Board of India (Sebi) has disposed of legal proceedings against Religare Enterprises, its former chairperson Rashmi Saluja and five current and former directors, concluding that no further regulatory directions were warranted after the Burman Group‘s open offer was completed and control of the company changed hands.

The regulator on Friday disposed of the June 19, 2024 interim order-cum-show cause notice without imposing any fresh directions, holding that the remedial objective of the proceedings had already been achieved. Sebi had launched proceedings alleging that Religare and its board failed to cooperate with the mandatory open offer triggered after the Burman Group sought to raise its stake beyond the 25% threshold under the takeover rules.

The regulator alleged that the company violated its takeover code by delaying the process.

Sebi had alleged that REL repeatedly questioned the Burman Group’s ‘fit and proper’ status and refused to apply for approvals from the Reserve Bank of India, IRDAI and the market regulator despite being advised to do so.

The regulator had said the open offer could not progress because the RBI would accept the application only from the target company.

The interim order had directed Religare to facilitate the open offer, seek the necessary regulatory approvals and ensure the constitution of the committee of independent directors.
During the proceedings, several independent directors argued they had relied on representations made by Saluja, whom they alleged later misled them about the Burman Group. They maintained that they were not involved in the company’s day-to-day affairs and had acted on independent legal advice. Saluja, in her defence, contended that the obligation to obtain statutory approvals rested with the acquirers and that REL acted in good faith over governance and ‘fit and proper’ concerns.