Govern Research Services has flagged concerns over potential governance lapses at Religare Enterprises (REL) over an undeclared conflict of interest at its health insurance arm, Care Health Insurance (CHIL), and the continued opacity around the clawback of employee stock ownership plans (Esops) granted to former chairperson Rashmi Saluja.
InGovern says Pratap Venugopal's 'dual role' -- he was simultaneously REL's external legal counsel and an independent director of CHIL -- 'raises fundamental governance questions'. The firm argues that the arrangement compromised the independence of REL's nomination and remuneration committee, and that disclosures on the conflict appear to be 'not transparently disclosed'. Responding to a query on the issue, Venugopal said he was never a legal advisor to CHIL but merely an independent director.
'At the request of the board of CHIL, opinions were obtained by KJ John & Co.... wherein I was a partner... neither the firm nor I received any fees for obtaining the opinions,' he said.
In July 2024, the insurance regulator, the Insurance Regulatory and Development Authority of India (Irdai), fined CHIL 1 crore and ordered it to buy back 7.57 million vested Esops at 45.32 apiece and cancel the remaining 15.14 million unvested options.
--Samie Modak, Business Standard