InGovern Analysis Requires ESOP Clawback Amid Governance Lapses at Care Well being Insurance coverage, ETCFO
In a brand new report proxy advisory agency InGovern Analysis has referred to as upon the board of Care Well being Insurance coverage Ltd (CHIL) to make full disclosures on the latest occasions surrounding its erstwhile Non-Govt Director Rashmi Saluja and the worker inventory choices (ESOPs) allotted to her throughout her tenure on the firm.
The report mentioned that the grant of ESOPs by Religare Enterprises (REL) subsidiary, CHIL, value over Rs. 480 crore to Saluja needs to be clawed again because it concerned governance lapses and regulatory breaches.
“If IRDAI laws had been certainly breached, then shareholders have a proper to know concerning the standing of clawback of ESOPs from Saluja and the clawback of charges paid to advisors for the grant of those ESOPs if there was a malicious intent,” the report added.
After Saluja’s pressured exit from REL the place she served as govt chair until February 2025, the Burman household grew to become the promoters of the corporate with their shareholding in REL growing to 25.16 per cent. The corporate has now appointed new unbiased administrators, firm secretaries and compliance officers.
Within the gentle of those developments, the proxy advisory agency has referred to as for extra transparency across the current standing of the investigation.
Talking with ETCFO Shriram Subramanian, MD, InGovern mentioned that the IRDAI order had referred to as for clawback of the ESOPs. “So what’s the present standing? Has the corporate acted on that? This must be transparently communicated to shareholders and the general public,” he added.
InGovern requires full disclosures
The CHIL board should present higher transparency on a number of fronts, together with disclosing its full correspondence with IRDAI concerning the ESOP grant, the authorized opinions and board discussions that justified continuing regardless of regulatory rejection, and the valuation methodology used to cost the ESOPs at ₹45.32 per share, InGovern mentioned within the report.
“Moreover, the board ought to reveal particular person director voting data, make clear how conflicts of curiosity—notably involving dual-role people like Mr. Pratap Venugopal—had been managed, and outlined any corrective actions taken, equivalent to ESOP clawbacks or restoration of authorized charges,” the report mentioned.
The report alleged that Venugopal held twin roles as authorized advisor and Unbiased Director at CHIL. His involvement in oversight and operational choices raises questions on conflicts of curiosity and the misuse of authorized privilege, the report mentioned.
In the meantime, the senior Supreme Courtroom (SC) advocate, Venogopal has categorically denied the allegations made by InGovern in its report calling it “baseless” and “unverified information”.
“InGovern seems to be echoing one aspect’s model with out verifying the information. Their declare that I served as authorized counsel whereas being a director is baseless,” he mentioned whereas chatting with ETCFO.
Venugopal clarified that when the ESOP problem got here up round 2021, IRDAI had declined to grant permission. Nevertheless when the board debated whether or not such permission was even wanted. He mentioned he shared his view as an unbiased director with authorized expertise, that the grant may proceed with out express permission.
“I used to be by no means authorized advisor to Care Well being Insurance coverage Ltd. (CHIL) however merely an Unbiased Director in CHIL. On the request of the Board of Care Well being Insurance coverage Ltd opinions had been obtained by Ok. J.John & Co. a agency of Advocates duly registered with the Supreme Courtroom of India, whereby I used to be a Companion, from Mr Arvind P Datar Senior Advocate and Mr Hari Narayan former Chairman IRDAI in 2022. Neither the Agency nor I obtained any charges for the opinions,” he mentioned.
In June 2025 the Enforcement Directorate (ED) summoned Senior Advocate Pratap Venugopal and Arvind P Datar in reference to the authorized recommendation offered to Care Well being Insurance coverage concerning the issuance of ESOPs (Worker Inventory Possession Plans) to former Chairperson Saluja. Nevertheless quickly after the summons had been withdrawn by the ED after pushback by the authorized neighborhood.
On the ED summons, Venugopal mentioned that the summons had been issued in his capability as a senior advocate, additional stating that he had resigned from the authorized agency in January 31,2024 and doesn’t maintain any paperwork associated to the authorized opinions obtained by CHIL.
“In any occasion all of those paperwork could be out there with CHIL. Moreover I additionally resigned as an Unbiased Director of CHIL on 10.01.2025,” Venugopal advised ETCFO.
