SEBI Orders Rashmi Saluja to Disgorge Rs 1.99 Crore in Insider Trading Case

SEBI Orders Dr. Rashmi Saluja to Disgorge Rs 1.99 Crore and Imposes Rs 40 Lakh Penalty

The Securities and Exchange Board of India (SEBI) has ordered Dr. Rashmi Saluja, former Executive Chairperson of Religare Enterprises, to disgorge alleged wrongful gains of Rs 1.99 crore in an insider trading case linked to the Burman Group's open offer for the company.

According to an 87-page final order issued on May 13, SEBI Whole Time Member Kamlesh Chandra Varshney held that Saluja traded in Religare Enterprises (REL) shares while in possession of unpublished price sensitive information (UPSI) related to the Burman Group's impending open offer announced in September 2023. The UPSI period ran from September 8, 2023, until the pre-opening of markets on September 25, 2023, when JM Financial, acting as manager to the offer, disclosed the public announcement for the Burman Group's open offer to acquire a 26 percent stake in REL at Rs 235 per share.

SEBI alleged that Saluja sold 12.93 lakh shares of REL on September 21 and 22, 2023, shortly after a meeting on September 20, 2023, with Dr. Anand C Burman and Burman Group portfolio manager Arjun Lamba at The Oberoi in Delhi. The regulator said WhatsApp messages, call data records, sworn statements, and meeting records showed that Saluja was aware of the Burman Group's acquisition plans and was closely monitoring developments relating to a possible takeover of REL.

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SEBI noted that Saluja had acknowledged several interactions with Burman and Lamba, including meetings held on August 25, September 20, and September 24, 2023. The regulator also cited WhatsApp exchanges after the open offer announcement, where Saluja allegedly shared draft stock exchange disclosures with Lamba for review. These communications demonstrated acquaintance among the parties, Saluja's awareness of the Burman Group's acquisition strategy, and the absence of surprise on her part following the open offer announcement.

The regulator concluded that Saluja qualified as an "insider" under the SEBI (Prohibition of Insider Trading) Regulations, 2015, and that her trades violated insider trading norms. SEBI calculated the alleged "wrongful gain" as "loss avoided" by comparing the weighted average sale price of the shares with REL's closing price after the public announcement. The regulator estimated the loss avoided at Rs 1.99 crore.

Comparison of Loss Avoided by Dr. Rashmi Saluja

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Rejecting Saluja's defence that the trades had been pre-cleared by REL's compliance officer, SEBI said insider trading prohibitions applied irrespective of internal approvals if a person was in possession of UPSI. SEBI directed Saluja to disgorge the alleged gains along with 12 percent annual interest and deposit the amount into the Investor Protection and Education Fund within 45 days. The regulator also imposed a monetary penalty of Rs 40 lakh on Saluja.