InGovern raises concerns on regulatory lapses at Care Health Insurance

Proxy advisory firm InGovern Research has raised concern over serious lapses in Care Health Insurance, a subsidiary of Religare Enterprises.

InGovern said that any governance lapses and regulatory breaches surrounding the grant of ESOPs worth over ₹400 crore to Dr Rashmi Saluja, Chairperson of Religare Enterprises and Non-Executive Director at CHIL should be clawed back.

“If IRDAI regulations were breached, shareholders deserve transparency on clawback status of ESOPs from Dr Rashmi Saluja and the clawback of fees paid to advisors,” it said.

The Board should disclose all communication with IRDAI regarding the ESOP grant and the rationale for proceeding despite regulatory rejection, said the InGovern report.

It must also disclose any legal opinions or board discussions that justified the issuance of ESOPs to Dr Rashmi Saluja, especially after IRDAI’s rejection, said the proxy advisory firm.

In response to a business line questionnaire, Religare Enterprises said IRDAI issued an order holding the issuance of ESOPs to Dr Saluja illegal. Care Health Insurance had filed an appeal before the SAT under instructions from Dr Saluja, who was then the Non-Executive Chairperson of the Board directors of the company. Subsequent to Dr Saluja’s removal from the Board, the Board of Directors decided to withdraw the appeal. The said appeal before the SAT now stands withdrawn, it added

“We offer no further comments as these issues are being examined internally,” said the company.

The proxy firm has said that CHIL’s key legal advisors, largely Pratap Venugopal, also served as independent director, raising questions about conflict of interest.

“Given his role as an independent director at Care Health Insurance, he had the responsibility of operational oversight,” the report said.

It advised shareholders to seek more details from the company and raised questions about conflict of interest.

The report comes at a time when the Supreme Court is slated to hear a suo motu case over the issue of investigation agencies summoning lawyers who offer opinions to parties and represent them in cases after the Enforcement Directorate had summoned certain senior lawyers.

Published on July 13, 2025