Religare board rallies around Rashmi Saluja, defends her share sales

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The board of directors of Religare Enterprises Ltd (REL), which is engaged in a battle for control with the Burmans of the Dabur group, has come out in support of its Executive Chairperson Rashmi Saluja, stating she had turned around the financial services company.

“The accusations are not only against Rashmi in isolation but targeted toward the entire management and the board that has worked tirelessly and with dedication and commitment to make Religare a debt free organization over five years,” REL board said in a statement, defending the share sale and Employee Stock Ownership Plan (ESOPs) of Saluja. There are five non-executive independent directors on the REL board, according to the BSE. They are: Malay Kumar Sinha, Hamid Ahmed, Praveen Kumar Tripathi, Ranjan Dwivedi and Preeti Madan. The Burmans, who have made an open offer to take control of REL, have levelled a series of allegations against the REL Chairperson and the company.

The board of the financial services company said “a historic revival” and “one time settlement” of RFL was completed through organic collections and payments of more than Rs 9,000 crore made to the country’s banking system.

“As result of the overall growth of all businesses, the company’s market cap has remarkably increased to about a billion dollars from a low of under $100 million in March 2018,” the board said.

Clarifying the current allegations, the board said, “sale of REL shares by Executive Chairperson categorically denies the fact that the representative of the Burman family informed her of the proposed open offer during the said meeting on September 20, 2023. The said sale of shares by Saluja liquidating her ESOPs was along with 12 other employees of REL.”

Festive offer

“This process of liquidation of ESOPs through financing and sale was set in motion several days before the said meeting that happened on September 20, 2023. The actual sale of shares that happened on September 21 and 22, 2023 was made at the prevalent market price,” the statement said.

The board said the Care Health Insurance ESOPs were granted to Rashmi Saluja only in her capacity as employee/Executive Director and Chairperson of REL. The ESOPs were not to be granted to her in her capacity as Non-Executive Chairperson of Care Health Insurance Limited. “The above issuance of ESOPs to EC has been in full conformity with the guidelines of the Insurance Regulator applicable to insurance companies,” it said.

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“The remuneration of Saluja has been performance-linked and has been approved by the NRC, the Board and the Shareholders of REL. Any change in the above needs approval from the shareholders, which has been obtained with an overwhelming majority each time as required,” it said.

Saluja was reappointed as the Executive Chairperson in February 2023, for a second term, for a five-year period, through a resolution by the board and approval of shareholders. As per the Annual Report for FY 22-23 of REL, the remuneration for the Executive Chairperson was Rs 8.12 crore… even after including the perquisites value of the ESOPs, it reached a figure of Rs 42.06 crore, the statement said.

REL shares rose 5.64 per cent to Rs 229.50 on the BSE on Monday.



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