Regulatory oversights under scrutiny at Care Health Insurance, according to InGovern
In a recent development, proxy advisory firm InGovern Research has raised serious concerns about the clawback status of ESOPs worth over ₹400 crore granted to Dr Rashmi Saluja, Chairperson of Religare Enterprises and a Non-Executive Director at Care Health Insurance (CHIL).
The ESOP grant, which has been the subject of ongoing concerns and calls for transparency, has been criticised by InGovern for potential governance and regulatory breaches. They have urged CHIL's board to disclose all communication with the Insurance Regulatory and Development Authority of India (IRDAI) regarding the ESOP grant, and to clarify the rationale for proceeding with the grant despite apparent regulatory rejections.
InGovern also called for disclosure about the clawback of fees paid to advisors involved in the matter. As of mid-July 2025, there has been no publicly available update indicating that a formal investigation or a clawback action has started or concluded.
The concerns surrounding the ESOP grant have been further compounded by questions about conflict of interest due to the role of key legal advisor Pratap Venugopal, who also served as an independent director at CHIL. InGovern has suggested that if IRDAI regulations were breached, the ESOPs granted to Dr Saluja should be clawed back.
Pratap Venugopal, however, has denied any conflict of interest and stated that he was never a legal advisor to CHIL. He also clarified that KJ John & Co, the law firm he was a partner in, only conducted litigation for Religare Enterprises, not CHIL.
The issue of lawyers being summoned by investigation agencies has also come to the fore, with the Supreme Court set to hear a suo motu case over the matter.
Religare Enterprises has stated that IRDAI issued an order holding the issuance of ESOPs to Dr Saluja illegal. The company has also stated that it offers no further comments as the issues are being examined internally.
InGovern Research has expressed concern over governance lapses and regulatory breaches at CHIL, a subsidiary of Religare Enterprises. The Board of CHIL has been asked to disclose any legal opinions or board discussions that justified the issuance of ESOPs to Dr Rashmi Saluja.
Pratap Venugopal, who resigned as a partner of KJ John & Co on January 31, 2024, and severed all connection with the firm, also resigned as an Independent Director of CHIL on January 10, 2025. The appeal before the SAT regarding the ESOP grant to Dr Saluja, initially filed by Care Health Insurance, has been withdrawn after her removal from the Board.
The report, published on July 13, 2025, has sparked a significant debate about corporate governance and regulatory compliance in the Indian insurance sector. The latest available information shows that the issue remains unresolved publicly, with calls for transparency and accountability growing louder.
- InGovern Research, in their latest report, has expressed an opinion about potential governance lapses and regulatory breaches in Care Health Insurance (CHIL), a subsidiary of Religare Enterprises.
- The ESOP grant issued to Dr Rashmi Saluja, Chairperson of Religare Enterprises and a Non-Executive Director at CHIL, has been criticized by InGovern for its possible impact on business operations and it raises questions about regulatory compliance in the Indian banking and finance sector.
- InGovern has urged CHIL's board to disclose any legal opinions or board discussions that justified the subscription of ESOPs to Dr Saluja, as well as clarify the rationale for proceeding with the grant despite regulatory rejections.
- The ongoing concerns and lack of transparency regarding the ESOP grant, its clawback status, and the involvement of key legal advisors, have sparked a debate about the necessity of stricter regulation and enforcement in the Indian economy.
