The Dhillon factors in Religare

With Rs 900-cr holding, Shabnam Dhillon, largest minority shareholder, is closely related to the Religare's promoters, the Singh brothers, and their guru

Radha Saomi Satsang Beas (RSSB) and people associated with it have shot back into the discourse of corporate India after Shivinder Mohan Singh, co-promoter of listed companies Religare and Fortis, recently said he would be closely associated with the sect.

Singh is related on the maternal side to RSSB’s current head, Gurinder Singh Dhillon. Dhillon’s predecessor, Charan Singh, was maternal grandfather of the Religare promoters. The spiritual connection had extended to the business, too. From the latest shareholding details, Religare’s largest minority shareholder is Shabnam Singh Dhillon, wife of the RSSB head. She has a direct holding of 8.5 per cent.

In addition to her direct holdings, two companies --SGGD Project Development and Bestest Developers -- owned 4.21 per cent and 4.8 per cent, respectively, in Religare as of June. SGGD Projects, according to latest filings with the registrar of companies (RoC), was fully owned by Shabnam Singh. Bestest is a fully owned subsidiary of SGGD Projects. In May 2014, Bestest acquired these Religare shares through a structured transaction, funded by a Rs 335-crore debenture issue of its parent, SGGD.

In a ratings report for the 2014 debenture issue by SGGD, Brickworks Ratings said, “The company plans to raise Rs 335 crore by way of proposed principal protected fully redeemable non-convertible listed debentures with a tenor of up to five years. Bestest Developers, a special purpose vehicle (SPV), wholly owned by SGGD, was formed in 2008. SGGD proposes to invest up to Rs 300 crore in this SPV for subscription to preferential allotment of equity shares by Religare Enterprises Ltd (REL). The SPV is expected to purchase about 90 lakh shares of REL at Rs 316.78 per share.”

The cumulative 17.5 per cent Religare stake held by Dhillon is now worth Rs 915 crore. Her son, Gurpreet Singh Dhillon, is chief executive officer (CEO) of Religare Health Trust, an affiliate of Religare Global. Religare says she is only an investor and does not have any role in the company, executive or otherwise.

  In December 2007, when Religare was first listed, the family’s shareholding was in the name of sons Gurpreet and Gurkeerat. In December 2010, the Dhillon family had approached the market regulator for exemption from open offer provisions, as it wanted to consolidate the holdings of various entities into a single holding company called Logos Holding. At this point, the sons held 9.73 per cent each in the company, the father had 0.02 per cent and one Nayantara Dhillon had 0.05 percent. The total holding thus sought to be consolidated was 19.53 per cent.

Though the Securities and Exchange Board of India cleared the proposal, the Logos plan did not seem to have gone through. Following this, Shabnam Dhillon emerged as the largest shareholder, with a stake of around 8.6 per cent in the filings in September 2012. She had taken over the shares of younger son Gurkeerat and part-shares of Gurpreet. By September 2013, Shabnam had 12.93 per cent and the sons did not figure in the prominent public shareholders list. In the subsequent quarters, her personal stake got reduced and settled around 8.5 per cent, while SGGD Projects and Bestest entered the shareholders list.

Brickworks also dwelt on the background of Shabnam Dhillon in its rating report of May 2014. “SGGD Projects Development Pvt Ltd was incorporated in 2010, as Mehta and Mehta Real Estate Pvt Ltd, with the principal objective being to provide consulting and advisory services in real estate projects, import and export of machinery, equipment, etc. In 2013-14, the company was bought by Shabnam Dhillon. She is a part of the Dhillon family, which has interests in the real estate business, and has a number of commercial real estate projects that have been implemented in Delhi, Noida, Gurgaon, Pune, Mumbai and Ahmedabad.”

The Brickwork report added that the Dhillon family owned and ran commercial real estate project ventures in and around Delhi and Mumbai. “Shabnam Dhillon’s sons, Gurpreet Singh Dhillon and Gurkirat Singh Dhillon, are currently the CEO of Religare Health Trust and operations manager at Fortis Healthcare International, respectively,” it said.

According to Roc records, 54-year old Dhillon is a director on at least 10 companies, other than SGGD. These include GYS Real Estate, TripleLess Realtors, Prius, Rapid Buildwell, Elegance Malls, Pawan IMpex, Verne Developers and Sharan Hospitality. The group is collectively referred to as the GYS group.

An e-mail seeking comments, sent to the company secretary of this group, remained unanswered. In an e-mail response, a Religare spokesperson said, “Ms Dhillon is an independent shareholder and doesn’t have any executive or non-executive role in Religare. Gurpreet Dhillon her son, as publicly disclosed, is the CEO for Religare Health Trust, anaffiliate of Religare Global Asset Management.”

The spokesperson added that Religare and its business matters were run by a professional, best-in- class management team, governed by an independent board.

In response to a query on whether Shivinder's move to renounce executive positions would result in Dhillon assuming a greater role in day to day affairs, the Religare spokesperson said, “This question is bizarre and has no correlation with your earlier questions. Seemingly speculative with a view to sensationalise and create a news angle when there isn’t any.”