Religare saga: Saluja moves HC against Sebi, seeks to quash Burmans' offer

Fresh petition filed on Tuesday states that the letter of offer does not adhere to the conditions set by RBI

Rashmi Saluja, who has been ousted by the shareholders of Religare Enterprises (REL), has filed a fresh plea in the Delhi High Court against the Securities and Exchange Board of India (Sebi), JM Financial, and the company itself.

 

In her latest plea, Saluja has sought to quash the open offer process initiated by the Burmans and to nullify the comments made by Sebi in its letter regarding the open offer.

 

Saluja alleges that Sebi has "failed to discharge its responsibilities as a regulator" and has "failed to enforce the order passed by the Reserve Bank of India (RBI)" on December 9, 2024.

 

The RBI order imposed certain conditions on the Burmans' open offer.

 

Saluja, who has been referred to as the executive chairperson in the petition, had earlier sought relief from the Delhi HC regarding the resolution to reappoint another director in her place. 

 

She claimed that she was not liable to retire by rotation. However, the court did not grant any relief on the resolution and allowed shareholder voting. Later, 97 per cent of the REL's shareholders voted against the reappointment of Saluja. The annual general meeting was held on February 7. 

 

Saluja contends that the RBI clearance for the open offer clearly stipulated that the proposed acquirers do not have the approval for a change of management or the appointment of any directors. However, the Burmans' letter of offer stated that during the pendency of the open offer, they reserve the right to appoint directors to the board of REL, the plea said.

 

"The Proposed Acquirers' approach suggests a deliberate attempt to exploit regulatory loopholes by arguing that conditional approval itself is sufficient to proceed with the Open Offer. This is a clear attempt to manipulate the process, as conditional approval is not final unless all stipulated conditions are met. Allowing this would set a precedent where entities can ignore regulatory conditions without consequences," the petition stated.

 

Meanwhile, the extension given to the open offer by Dabur promoter Burmans ends on Wednesday.

 

The Supreme Court had directed US-based entrepreneur Danny Gaekwad to deposit Rs 600 crore in terms of his competing offer against the Burman family's open offer on or before February 12, failing which the order will be set aside.

 

Sources indicated that Gaekwad may not move forward with the deposit due to lack of clarity, regulatory hurdles, additional costs, and advice against investing in India.

 

However, if he deposits the said amount on or before Wednesday, then the Burmans’ open offer will remain open until Sebi decides on the counter offer.

 

Gaekwad had filed an application before Sebi for exemption under the takeover norms and proposed a counter offer of Rs 275 per share against the Rs 235 offered by the Burmans. Gaekwad had moved the apex court to challenge the open offer issued by the Burmans.

 

The ongoing open offer so far received bids for just 13,517 shares, 0.02 per cent of the offer size.