THE ENFORCEMENT Directorate (ED) filed a prosecution complaint (chargesheet) against five persons, including Rashmi Saluja, former executive chairperson of Religare Enterprises Limited (REL), in connection with alleged unlawful acquisition of Employee Stock Option Plans (ESOPs), claiming that the proceeds of crime in the case are to the tune of Rs 179.54 crore.
The agency has also named senior advocate Pratap Venugopal, a former retainer for REL and independent director for its subsidiary company, as an accused.
The summons issued to Venugopal by the ED during its probe had created a controversy with various lawyer associations condemning and raising the issue of “serious ramifications for the independence of the legal profession”, following which the summons were withdrawn in June.
Following the filing of the chargesheet, the special court in Mumbai on Monday issued notices to all accused for appearance on November 11.
The ED has named as accused Saluja, Venugopal, other senior REL officials including former CFO, Nitin Aggarwal, Nishant Singhal, and Vaibhav Gawli, who was a complainant in an FIR filed in 2023 against former directors of REL, Shivinder Mohan Singh and Malvinder Mohan Singh, and others.
The ED has alleged in its chargesheet that Gawli was paid Rs 1.20 lakh to purchase 500 shares of REL and another Rs 80,000 as an assurance for taking care of his future needs for filing the complaint, where it was alleged that significant losses were caused to shareholders of REL due to connivance between the Singhs and the Burmans of the Dabur Group.
The ED complaint alleges that the FIR by Gawli was to stop the Burman family from taking control of REL to continue enjoying sole control over REL by Saluja as “various illegal financial benefits” were derived by the REL officials named as accused including ESOPs.
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The ED alleged that since REL was set to come under the control of the Burman family, they sought to “obstruct the process in any manner”.
The ED chargesheet alleges that unlawful gains have been made by Saluja, Singhal and Aggarwal as the key decision makers of REL, by acquiring ESOPs at a price much lower than what was determined, with the gains quantified at Rs 179.54 crore in the form of ESOPs of Care Health Insurance Limited (CHIL), the subsidiary company of REL.
The ED said that the board of CHIL and the Nomination and Remuneration Committee resolved to grant ESOPs to Saluja on her own proposal in her capacity as non-executive chairperson of CHIL and executive chairperson of REL.
In an shareholders’ extraordinary general meeting of CHIL on December 28, 2021, NRC approved to grant 2.27 crore stocks of CHIL to Saluja, 37.85 lakh stocks to Aggarwal and 12.61 lakh stocks to Singhal as ESOPs.
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The ED said that these were granted at Rs 45.32 per share.
The decision to grant ESOPs to Saluja, however, did not get the approval of the Insurance Regulatory and Development Authority (IRDAI), which said in a letter on May 10, 2022, that approval required to grant the ESOPs to her, is declined as it is not in line with its regulations, since as a non-executive chairperson, her remuneration could not have exceeded Rs 10 lakh.
The ED says that despite this, the shares were granted in the form of ESOPs to Saluja on the basis of “legal opinions” by the Board of Directors of CHIL in its meeting on August 2, 2022.
In the same meeting, it was proposed to raise upto Rs 300 crore by the issuance of 2.72 crore shares of CHIL at the price of Rs 110 per shares via a rights issue, also proposed by Saluja on behalf of REL, the ED said.
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“REL which is a listed company and has common public as its investors, subscribed to the rights issue of CHIL by investing Rs 192 crore at an inflated price that is at Rs 110 as against Rs 45.32, i.e. the price at which ESOPs were granted to Rashmi Saluja, Nitin Aggarwal and Nishant Singhal,” the ED has said.
It also said that the former REL officials named as accused were drawing substantial salaries and benefits from REL and anticipated that under the Burman family’s control, these perks would be discontinued.
“Additionally, they expected significant gains from CHIL’s upcoming IPO and hence were eager to secure ESOPs beforehand in any manner,” the ED chargesheet said.
A resolution was passed to remove Saluja from her position as chairperson in an annual general meeting held in February 2025, following the transfer of control to the Burman family, the ED said.
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The ED has alleged that Saluja “in active collusion” with Venugopal and Singhal, “misrepresented” the opinion of retired IAS officer J Hari Narayan, and “tampered” with the draft legal opinion given by senior advocate Arvind Datar, “altering it to align with their personal motives”, to bypass the approval of IRDAI in grant of ESOPs to her.
Against Venugopal, the ED has claimed that he assisted Saluja in “procuring legal opinions without any mandate, authorisation, resolution or knowledge of the Board of Directors of CHIL”.
The ED has also made allegations of a “quid pro quo” arrangement with Saluja by Venugopal for ‘personal gains’, claiming that after she was granted ESOPs, she “orchestrated” his appointment to the Board of CHIL as an independent director, and said that he made “monetary gains” of Rs 60 lakh between 2022-2025 in the form of “sitting fees”.
It also claimed that despite his appointment as an independent director in CHIL, he remained as a retainer with various Religare group of companies, calling it a “conflict of interest”.
