Mumbai: The Securities and Exchange Board of India (SEBI) has closed proceedings against Religare Enterprises Ltd. (REL), its former Executive Chairperson Rashmi Saluja and five others in connection with the Burman Group’s open offer.
In an order issued on July 31, the market regulator said no further directions were required because the open offer process had already been completed and control of the company had passed to the Burman Group in February 2025.
SEBI said the interim directions issued earlier were preventive and remedial in nature and had already served their purpose.
Background Of The Case
The proceedings arose from an interim order-cum-show cause notice issued on June 19, 2024.
At the time, SEBI had alleged that Religare Enterprises and its board did not fully cooperate during the open offer process by failing to facilitate statutory approvals from regulators, including the Reserve Bank of India.
The regulator had also alleged violations of takeover and listing regulations by the company and certain directors.
Burman Group Takeover
The Burman Group had announced its open offer in September 2023 after its proposed acquisition was set to increase its shareholding in Religare Enterprises beyond 25%.
The open offer covered up to 26% of the company’s expanded voting share capital.
SEBI noted that the process was completed successfully, the post-offer advertisement was issued on February 18, 2025, and the Burman Group subsequently took control of the company.
No Further Directions
During the proceedings, independent directors stated that they had relied on representations made by former Executive Chairperson Rashmi Saluja and were not involved in the company’s day-to-day management.
Meanwhile, Rashmi Saluja and Hamid Ahmed maintained that the Committee of Independent Directors had functioned independently and had relied on legal opinions suggesting the open offer was not beneficial for the company and its shareholders.
SEBI’s Quasi Judicial Authority, Biju S, said the main issue behind the proceedings had already been resolved. Citing earlier Securities Appellate Tribunal rulings, the regulator reiterated that its powers under Sections 11 and 11B of the SEBI Act are preventive and remedial rather than punitive. As the alleged issues had been addressed, no further regulatory directions were considered necessary.
