How Religare chief got Care Esops after Irdai's NO

livemint.com:

MUMBAI : Care Health Insurance Pvt. Ltd issued employee stock options (Esops) to Rashmi Saluja, executive chairperson of its parent Religare Enterprises Ltd (REL), despite the insurance regulator specifically rejecting the proposal, proxy advisor InGovern Research Services said. After the rejection, the Care board claimed that insurance regulator’s approval was not really required for granting the options.

Care Health Insurance is seen as the crown jewel of Religare, which has attracted takeover interest from the Burman family office of FMCG company Dabur’s founders. After the Burmans’ proposal met resistance, Saluja’s remuneration became a bone of contention. According to Religare, Saluja was paid ₹43 crore in 2022-23, while the Burmans told The Economic Times last week that it was above ₹150 crore.

Wednesday’s InGovern report said Saluja stood to gain around ₹250 crore solely from Care Esops, and that this had not been specifically declared to Religare shareholders. Care Health Insurance differed. Pratap Venugopal, an additional non-executive independent director at Care Health Insurance, who spoke on behalf of the Care board, said Saluja was granted 22.7 million options at ₹45.32 each; however, this was subject to several terms and conditions.

The options did not require regulatory approval and none of them had yet vested, he added. According to Venugopal, these options will vest in multiple stages—33% after one year of grant, and on condition that Care raise ₹250 crore primary capital; another 33.33% two years from the date of grant, and two years from the vesting commencement date; and the last 33.34% five years from date of options grant, or a Care IPO, whichever is earlier. “The remuneration includes perquisite