In a December 20 letter reviewed by ET, Sebi asked Religare for “complete details and sequence of events, starting from the time of first discussion regarding the open offer transaction till the stock exchange announcement dated September 25, 2023.” It has also sought personal and official details of all the persons involved in discussions, along with “documentary evidence.”
The regulator has asked for the Burmans’ shareholding in Religare from January 1, 2018, till date.
The Burmans, promoters of Dabur, first acquired Religare stock on April 19, 2018. They announced an open offer on September 25. The Burmans said it was natural for Sebi to examine the open offer as it is the market regulator.
“We are confident Sebi will examine all aspects of the open offer, including the deliberate delays caused by the company in seeking regulatory approvals, and securities trading by senior executives,” a Burman family spokesperson said in an email. “While several of these aspects have been raised already in our communications and we recognise also that the chronology of events is crucial in this matter, we would like to maintain the sanctity and confidentiality of our multiple communications with Sebi since we respect and need their oversight.”
A spokesperson for Religare said, “The company is in receipt of Sebi’s enquiries and will be responding accordingly.” An email sent to Sebi didn’t elicit any response. The regulator has also asked Religare to provide information of all board meetings along with the agenda and the minutes.
Examining All Complaints
The Burman family first invested in Religare by subscribing to share warrants, representing a stake of about 10%. The share warrants were subsequently converted into equity. They then increased their stake in Religare to about 22% and subsequently announced a proposal to acquire 5% of the company’s shares from the secondary market, as well as an open offer for an additional 26%. An open offer has to be made once the holding exceeds 25%, under the takeover code.
The capital markets regulator Sebi has also sought information of all trading activities by designated persons – employees, directors and others – in Religare stock including employee stock options (Esops) that have been exercised.
The Burmans have alleged that Religare chairperson Rashmi Saluja sold a portion of her personal holdings in the company soon after a meeting with one of their representatives, at which she was told of the open offer plan. The family has also written to Sebi and the stock exchanges, seeking a probe into Saluja’s trades.