The Burman family, promoters of FMCG company Dabur India, have gradually been raising stake in Religare Enterprises over the last five years. A 9.9% stake in April 2018 increased to 14% in June 2021, with another 7.5% and 5.27% equity acquired in September 2023, which triggered an open offer for the company.
In case the open offer goes through, the Burman family would have acquired a controlling stake in the company.
However, the two parties are engaged in a tussle ahead of regulatory approvals to the open offer. The Burman family has accused Religare’s existing management of lapses in corporate governance while the company has leveled allegations against the Dabur promoters ranging from fraud, collusion with Malvinder and Shivinder Singh and other breaches.
Here’s a timeline of the takeover tussle between Religare and the Burman family
Feb 2018: Erstwhile promoters Malvinder and Shivinder Singh stepped down from financial services company Religare’s board of directors.
The new board and management have fought a long battle for action against Singh brothers and over convincing lenders for a settlement. It is only in June 2023, the Delhi High Court granted bail to former Fortis promoters Singh brothers in case of alleged misappropriation of funds worth ₹2,397 crore of Religare’s subsidiary Religare Finvest.
Feb 2018 onwards: Religare has been board-run and led by executive chairperson Rashmi Saluja.
In an interview CNBC-TV18 In June 2021, Mohit Burman, the vice-chairman of Dabur India, said that before raising additional stake in 2021, his family has been an investor in Religare since 2018 when a new board and set of investors came in. “Our ownership before the preferential issue (in June 2021) is 11%,” he had then said.
June 2021: Religare raised ₹570 crore via a preferential issue with the Burman Family Holdings being one of its key investors. The Burman family, the controlling shareholders of the Dabur Group, invested in Religare via various entities, which took their stake to nearly 14.5%.
Aug 16, 2023: The Burman family added an additional 7% stake in Religare through multiple block deals worth ₹534 crore, taking their total stake to about 21%. Mohit Burman had then said that the family’s investment in Religare Enterprises was a financial investment.
Subsequently, the family became the single largest shareholder in Religare Enterprises.
Sept 20, 2023: At a meeting, the Burman family revealed its plan to make an open offer for a controlling stake in Religare.
Sept 23, 2023: Burman family picked up an additional 5.27% stake in Religare for ₹407 crore and this triggered an open offer.
(The Securities and Exchange Board of India’s (SEBI’s) takeover rule makes it mandatory for an entity buying 25% stake in a listed firm to make an open offer to buy an additional 26% shares from the public (existing shareholders). The open offer rule also gets triggered if there is a change in controlling interest.)
Sept 25, 2023: The Burman family announced an open offer to acquire up to 26% stake and control over Religare Enterprises as part of its diversification strategy. The open offer to the public will be at a price of ₹235 per share and in case of full subscription of the offer, it will involve a total consideration of ₹2,116 crore.
Oct 11, 2023: Religare Enterprises’ board has sought an independent valuation report, as it believes that the company is worth more than what the Burman family has offered. The deal, which is pending regulatory nod, was not finalized until then.
Nov 9, 2023: Independent directors of Religare write to regulators including Sebi, Reserve Bank of India (RBI) and the insurance watchdog, leveling allegations of fraud and other breaches against the Burmans.
The allegations in the letter include charges of collusion with the former owners, the Singh brothers; a pending case of fraud against Dabur India chairman Mohit Burman; questions about the source of funds to be used for the acquisition; and market manipulation, among others.
Nov 9, 2023: The Burmans refuted the claims and told CNBC-TV18 that the allegations by Religare Directors were baseless and devoid of any merit. “We are surprised and disappointed at these allegations…The Burman Family and its members satisfy all norms of fit and proper criteria mandated by financial services regulators and this allegation is baseless and devoid of any merit.”
“We have purchased all our shareholdings in REL through transparent market purchases and preferential allotments in prior fund-raising exercises approved by the Board of REL. There is no market manipulation,” the family added.
Nov 9, 2023: Burmans’ spokesperson said the shareholders had also sought some improved governance in Religare Enterprises, primarily relating to limiting the high compensation of a specific individual, which is in excess of ₹150 crore. “(This is) an amount which is not in line with compensation norms by any reasonable parameters,” according to the statement.
Nov 9, 2023: Burmans alleged that Religare Chairman Rashmi Saluja sold shares in the company soon after the suitors revealed the plan for an open offer on September 20. The suitors sought a probe into the share sale by Saluja by SEBI.
Nov 14, 2023: Religare spokesperson, in a statement said Saluja sold the shares that got under the employee stock option plan (ESOP). This sale of shares had required approvals months before the transaction, the firm said. “The process involves financing from external lenders as well as approvals for pledging financing or revocation and eventual sale. In the said allegation, the entire process began months before the eventual sale of ESOPS on September 21, 2023,” the spokesperson said.
Nov 14, 2023: Religare said Saluja’s remuneration, including salary and employee stock options (ESOP), was ₹42.06 crore for the financial year ending March 2023, and not over ₹150 crore. The compensation was approved via special resolution passed by the shareholders, Religare said.
Nov 14, 2023: It came to the fore that the Mumbai Police filed an FIR in connection with the Mahadev betting app scam against the Dabur Group. Chairman Mohit Burman and Director Gaurav Burman were named in the FIR on November 7. The Burman family said that it had not received any communication on any such FIR. In the case it is true, the Burmans believe it to be a “mischievous act driven by malicious intent.”
Nov 14, 2023: Burman family responded, saying, “This FIR is nothing but a step provoked by vested interests in an attempt to block the acquisition of Religare Enterprises Limited by Burman Family. The Burman Family remains shocked at these “arm twisting” moves, which are grossly illegal.”
Nov 15, 2023: In an exclusive conversation with CNBC-TV18Burman family spokesperson and Dabur India Chairman Mohit Burman spoke about how things went south with the current management, whether they will review their open offer price higher and more.
“We’re focusing on the open offer. We believe that everything is above board, and sooner than later, all the regulators will give us the nod to proceed and close the acquisition,” he said.
It must be noted that Religare Enterprises is the holding company for four key businesses i.e. SME Finance via Religare Finvest (RFL), Health Insurance via Care Health Insurance (CHIL), Retail Broking via Religare Broking (RBL) and Affordable Housing via Religare Housing Development Finance Corporation (RHDFCL).
With inputs from multiple media reports and agencies
(Edited by: Hormaz Fatakia)