Authority: Biju S, Quasi Judicial Authority, Securities and Exchange Board of India

Order Date: July 31, 2026

Case Overview

The order disposes of an Interim Order cum Show Cause Notice dated June 19, 2024 issued against Religare Enterprises Limited (REL) and six of its directors (Ms. Rashmi Saluja, Mr. Malay Kumar Sinha, Mr. Hamid Ahmed, Mr. Praveen Kumar Tripathi, Mr. Ranjan Dwivedi, and Ms. Preeti Madan). The notice alleged that the noticees failed to cooperate during the open offer process initiated by the Burman Group entities (M.B. Finmart Private Limited, Puran Associates Private Limited, VIC Enterprises Private Limited, and Milky Investment & Trading Company) who collectively held 21.54% of REL and sought to acquire additional 26% through an open offer at ₹235 per share for total consideration of ₹2,115.99 crore.

REL was alleged to have violated Regulation 26 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and Regulations 4(2)(a) and (d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The directors were alleged to have violated Section 27 of the SEBI Act and Regulation 4(2)(f) of LODR Regulations.

The interim order had issued three directions: (a) require noticees to furnish an undertaking that REL would apply to regulatory authorities (RBI, SEBI, IRDAI) for statutory approvals by July 12, 2024; (b) take all necessary steps to facilitate acquirers to fulfil their SAST obligations; and (c) forthwith constitute Committee of Independent Directors.

Key contentions in the replies included claims by independent directors that they were misled by Ms. Rashmi Saluja, while Ms. Saluja argued that REL had no obligation to seek approvals for a transaction it bona fide found prejudicial. The Committee of Independent Directors had obtained legal opinions from S&R Associates and Senior Advocate Sandeep Sethi indicating the open offer was not beneficial to shareholders.

Final Outcome

SEBI disposed of the Interim Order cum Show Cause Notice without any directions, noting that the open offer was completed on February 13, 2025, with the Burman Entities assuming control of REL and being reclassified as promoters as of February 18, 2025. The regulator cited SAT jurisprudence in PWC vs. SEBI and Mr. Mritunjay Kumar vs. SEBI that directions under Sections 11 and 11B of the SEBI Act are preventive and remedial in nature, not punitive. Since the open offer process was completed and the remedial objectives were satisfied, no further directions were warranted.

Topics: SEBI Enforcement, Open Offer Process, Corporate Governance