In its latest order, the markets regulator said the directions issued in the interim order cum show cause notice dated June 19, 2024, were preventive and remedial in nature and had achieved their purpose after the open offer concluded and control of REL passed to the Burman Group in February 2025.
The proceedings stemmed from an interim order-cum-show cause notice issued on June 19, 2024 alleging that REL and its board had failed to cooperate during the open offer process by not facilitating statutory approvals required from regulators, including the Reserve Bank of India.
The Securities and Exchange Board of India (SEBI) had alleged violations of takeover and listing regulations by the company and its directors.
SEBI noted that Burman Group had announced an open offer in September 2023 after its proposed acquisition would have taken its stake in REL beyond 25%. The offer was for up to 26% of the expanded voting share capital.
The markets watchdog observed that the open offer process was completed, the post-offer advertisement was issued on February 18, 2025 and the acquirers subsequently assumed control of the company.
While independent directors argued that they had relied on representations made by Rashmi Saluja and were not involved in the company’s day-to-day affairs, as per the order.
However, Saluja and Hamid Ahmed have claimed that the Committee of Independent Directors (CoID) functioned independently, and they had obtained legal opinions from reputable entities which indicated that the open offer was not beneficial to REL and its shareholders, according to the order.
“While different claims and contentions have been advanced by the parties, I find that the same do not call for determination at this stage, since the principal issue that formed the basis of the proceedings has already been resolved,” SEBI’s Quasi Judicial Authority Biju S said in the order.
Referring to past Securities Appellate Tribunal rulings, the regulator reiterated that powers under Sections 11 and 11B of the SEBI Act are preventive and remedial rather than punitive. Since the alleged irregularity had been cured and corrective measures implemented, no further directions were necessary, it added.
