Mumbai: The Supreme Court on Friday instructed Florida-based Digvijay Danny Gaekwad to deposit ₹600 crore by February 12 to validate his intentions regarding his proposed counter-offer for Religare Enterprises Ltd. The court also mandated that the Burman family’s ongoing offer for Religare remain open until the Securities and Exchange Board of India (Sebi) makes a decision on Gaekwad’s proposal. A two-judge bench, led by Chief Justice Sanjiv Khanna, stated that if Gaekwad fails to make the deposit, the order will be automatically revoked, and the Burman’s offer will close. The Burmans’ offer for Religare was set to expire on Friday.
In an open offer, the acquiring company allows existing shareholders the option to sell their shares and exit the company if they choose not to remain invested under the new ownership.
Sapna Govind Rao, a Religare shareholder from Bangkok, and Gaekwad had separately approached the Supreme Court challenging a Delhi High Court ruling that declined to halt the Burman family’s open offer and instead considered Gaekwad’s competing proposal. They requested that the Burman’s offer remain open to allow for the evaluation of competing offers, as closing the open offer would preclude any alternative bids.
Representing the Burman family entities, senior advocates Abhishek Manu Singhvi and Mahesh Jethmalani contended that Gaekwad’s counteroffer was submitted after an 18-month delay. They alleged that the two petitions were filed at the instigation of Rashmi Saluja, who sought to retain her position as Religare chairperson and was attempting to obstruct the Burman acquisition. Saluja had been in conflict with the Burmans since their September 2023 offer to purchase 26% of shares from public investors at ₹235 per share.
Senior advocate Mukul Rohatgi, representing Gaekwad, strongly refuted this claim, asserting that Gaekwad submitted his counteroffer within the appropriate timeframe. Rohatgi noted that Gaekwad contacted Sebi chair Madhabi Puri Buch on January 24 for permission to initiate an open offer for 26% in Religare, subsequently revising his offer to at least 55% on January 26, just a week after the Burmans made their open offer public on January 18.
Solicitor General Tushar Mehta, representing the regulator, informed the court that Gaekwad’s initial letter was returned due to non-compliance with regulatory procedures. He added that Gaekwad’s follow-up application was submitted on February 1, after the Burman’s offer had been initiated.
The court highlighted that the primary issue for the regulator to address was the date of the public announcement of the open offer. The bench questioned why Gaekwad’s application had not yet been resolved, particularly if his offer presented a more favorable share price.