SEBI insider trading order: Saluja to repay ₹1.99cr

What SEBI ordered and why it matters

The Securities and Exchange Board of India (SEBI) has found former Religare Enterprises Ltd (REL) Executive Chairperson Rashmi Saluja guilty of insider trading and directed her to disgorge ₹1.99 crore, along with 12% simple interest. SEBI also imposed a monetary penalty of ₹0.40 crore. The regulator said Saluja traded in REL shares while in possession of unpublished price-sensitive information (UPSI) tied to the Burman family’s open offer announcement in September 2023. The case is being watched closely because it links board-level access, open offer discussions, and trading activity shortly before a market-moving disclosure.

The core allegation: trading during the UPSI window

SEBI identified the UPSI period as September 8 to September 25, 2023, ending when the open offer was publicly announced before market hours on September 25. During this window, SEBI said the proposed open offer had not yet been made public. According to the order, the Burman Group had informed Saluja about the proposed open offer before it became public. SEBI’s conclusion was that Saluja sold shares while in possession of UPSI, violating provisions of the SEBI Act and the SEBI (Prohibition of Insider Trading) Regulations.

How the trades unfolded in September 2023

SEBI said Saluja sold a total of 12.93 lakh REL shares on September 21 and 22, 2023. The regulator broke this down as 6.53 lakh shares sold on September 21 and another 6.39 lakh shares on September 22. The combined value of these transactions was about ₹34.70 crore. A complaint referenced a September 20 meeting with a Burman family representative where the open offer plan was discussed, after which the sales were executed on September 21-22.

Losses averted: how SEBI calculated the ₹1.99 crore figure

SEBI said the sales enabled Saluja to avoid losses of about ₹1.99 crore after REL shares declined following the public announcement on September 25, 2023. The regulator described the disgorgement as wrongful gains “in the form of losses averted.” SEBI also recorded that the probe did not establish losses to any specific investor or group of investors. On that basis, it calculated disgorgement using the losses avoided by selling before the UPSI was disclosed on the stock exchange platform.

Interest and penalty: what Saluja has to pay

SEBI directed Saluja to disgorge ₹1.99 crore and pay simple interest at 12% per annum from the date of sale until the date of deposit. Separately, SEBI imposed a penalty of ₹0.40 crore for the alleged violations. The findings were recorded in a detailed order, including observations that evidence crossed the threshold of “preponderance of probability” to conclude possession of UPSI at the time of trading.

Why SEBI believed the information was “unpublished price-sensitive”

The UPSI in question related to the Burman group’s proposed open offer to acquire an additional 26% stake in REL at ₹235 per share. SEBI’s order also stated that Saluja was then Executive Chairperson and Key Managerial Personnel (KMP) of REL, a position that typically brings access to sensitive corporate developments. SEBI said the evidence on record established possession of UPSI before the trades were executed. It also noted, as part of the factual matrix in the order, that she did not carry out any other trades in REL during the investigation period.

How the investigation started and the legal route SEBI used

SEBI said the investigation began after it received a complaint in November 2023 from investment firms linked to the Burman Group, seeking a probe into trades executed by Saluja in REL shares. The investigation period covered June to December 2023, with one reference stating June 7, 2023 to December 25, 2023. SEBI initiated proceedings under Section 11 of the SEBI Act, 1992, which empowers it to act against violations of securities market regulations, including insider trading.

Other allegations and related regulatory actions mentioned in the case context

The article also references a separate allegation made in May 2024, where Burman family entities accused Saluja of selling an additional 27.1 lakh shares worth about ₹43 crore between March 26 and 28, 2024, while allegedly in possession of undisclosed price-sensitive information. Separately, enforcement actions were also cited in the broader Religare context, including searches by the Enforcement Directorate at multiple locations linked to senior executives, including Saluja. Another related development mentioned was that the insurance sector regulator imposed a ₹1.00 crore penalty on Care Health Insurance and ordered the insurer to buy back 7.66 million shares allotted to Saluja within a month, while also prohibiting stock options being granted to her as a non-executive director; the Securities Appellate Tribunal stayed that regulator’s order.

Key facts at a glance

Market impact and what the order signals

The order focuses on trading around an open offer disclosure, a classic price-sensitive event that can move shares sharply once made public. SEBI’s approach of computing disgorgement using “losses averted” highlights how enforcement can proceed even when harm to particular investors is not quantified in the record. The case also underlines that regulators scrutinise trading patterns closely when senior executives trade shortly after key meetings tied to corporate actions. For investors, the development is another reminder that regulatory outcomes can shape perceptions of governance and compliance risk around listed companies.

Conclusion

SEBI has held Rashmi Saluja guilty of insider trading in REL shares and ordered ₹1.99 crore disgorgement with 12% simple interest, along with a ₹0.40 crore penalty. The regulator’s findings turn on the UPSI window around the Burman family’s open offer announcement and the timing of Saluja’s share sales on September 21-22, 2023. Other allegations and regulatory actions cited in the broader context show that the Religare group has remained under multi-regulator scrutiny. Next steps will depend on compliance with SEBI’s payment directions and any further legal or appellate proceedings that follow the order.