SEBI penalises Religare ex-chairperson over insider trading in open-offer matter
Listed-company compliance teams must tighten KMP trade approvals around open-offer discussions
Change
SEBI ordered Dr. Rashmi Saluja to disgorge ₹1.99 crore with 12% interest and pay a ₹40 lakh penalty for insider trading in Religare Enterprises shares before the Burman Group open offer.
Why it matters
The order treats open-offer discussions with target-company leadership as a PIT control event. Pre-clearance alone did not protect the trade once SEBI connected meeting evidence, WhatsApp records, location data and sale timing to UPSI access. Listed companies must treat KMP trading near takeover discussions as an evidence-sensitive approval decision, not a routine dealing-window request.
Implications
- — Listed-company compliance officers must review KMP and designated-person trade approvals against takeover, open-offer and control-change discussions before clearing trades — routine pre-clearance can still leave PIT enforcement exposure.
- — Boards and KMPs must document UPSI access, confidentiality handling and meeting purpose when acquirer discussions occur before public announcement — missing evidence weakens the defence if trades occur before disclosure.
- — Takeover advisers and acquirer teams must control any open-offer information shared with target management before announcement — informal briefings can create an UPSI access trail for subsequent trades.
Who is affected
- — Listed-company compliance officers handling designated-person trading approvals
- — Boards and KMPs involved in takeover or open-offer discussions
- — Takeover advisers and acquirer teams managing pre-announcement information
What to watch
- — Within 45 days of receipt of the order — disgorgement and penalty payments must be made to SEBI/IPEF.
- — Immediate effect from 13 May 2026 — the enforcement directions apply from the order date.