The Supreme Court on Friday directed Danny Gaekwad, who has made a competing offer to buy Religare Enterprises Limited (REL), to deposit ₹600 crore by February 12 to establish his bona fides. .As a consequence of this, the offer made by Burman Family Holdings (Dabur's holding company) has also been kept open till February 12. Further, the Court directed the Securities and Exchange Board of India (SEBI) to consider the applications by Gaekwad for the takeover of REL.A Bench of Chief Justice of India Sanjiv Khanna and Justice Sanjay Kumar said, "If the Appellate (Gaekwad) does not deposit the said amount, this order will automatically be set aside."During today's hearing, the Court pondered whether the offer by Burman Family made in 2023 would be consistent with the share valuation today..This order comes as a setback to Burman Family Holdings as their open offer was to close today (February 7)..The dispute surrounding REL is a complex takeover battle involving the Burman Family (promoters of Dabur India) and US-based investor Danny Gaekwad. The Burman Family initiated the process by acquiring a further stake in REL, triggering a mandatory open offer to public shareholders to acquire up to 26% of the company at ₹235 per share. This move aimed to increase their total stake to a controlling majority, solidifying their hold on the financial services firm. The open offer, a standard practice under SEBI regulations, allows existing shareholders an opportunity to exit their investment at a predetermined price during a substantial acquisition.However, Gaekwad entered the fray with a competing offer, attempting to disrupt the Burman Family's plans. He proposed a counter-offer to acquire a larger 55% stake in REL at a higher price of ₹275 per share, presenting himself as a more lucrative option for shareholders.SEBI, however, returned Gaekwad's offer saying that it was time-barred. Gaekwad has questioned the validity of this rejection in court. While Religare and the Burman Family claim that the deadline to make the open offer was September 2023, Gaekwad has claimed that it is January 2025. Gaekwad has contended that the Reserve Bank of India (RBI) accorded approval only in December 2024. Gaekwad has now made a fresh application which the SEBI is expected to decide at the earliest possible time, SEBI would have to ascertain the correct cut off date. .The order was passed in a plea filed by Sapna Govind Rao challenging the order of a Division Bench of the Delhi High Court refusing to halt the Religare AGM. Rao has contended that the takeover of REL by the Burman Family is being mishandled and that the latter's offer undervalues REL shares.Rao has contended that a competing offer has been received from M/s. Danny Gaekwad Developments & Investments, Florida, which values REL shares at ₹275 per share - 17 per cent higher than the Burman family’s offer of ₹235 per share.According to Rao, the competing offer - which was disclosed by REL to the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on January 24 - has fundamentally altered the acquisition landscape.The petitioner contended that proceeding with the Burman Family’s offer would cause grave financial loss to public shareholders.Rao emphasised that the competing offer should be allowed to run parallel to the Burman Family’s offer, ensuring a fair and competitive price discovery process.“The Competing Offer presents a higher valuation of REL shares, thereby prioritising and advancing the financial interests of minority shareholders, including the Petitioner," Rao's petition said.The petitioner also highlighted the urgency of the matter, noting that the open offer period for REL's proposed takeover by the Burman family runs from January 27, 2025 to February 7, 2025.Shareholders who sell their shares during this period unaware of the higher competing offer would face irreparable financial harm, Rao said.Additionally, the petitioner pointed out that REL’s AGM, scheduled for February 7, was announced before the competing offer was disclosed..The petitioner also highlighted the urgency of the matter, noting that the open offer period for REL's proposed takeover by the Burman Family runs from January 27, 2025 to February 7, 2025.Shareholders who sell their shares during this period unaware of the higher competing offer would face irreparable financial harm, Rao said.Additionally, the petitioner pointed out that REL’s AGM, scheduled for February 7, was announced before the competing offer was disclosed..Prior to the dismissal by the Division Bench, a singe-judge had found that the reasons given by Rao were not sufficient to stay the AGM. Therefore, it declined to grant Rao any such interim relief..The appellants were represented by Senior Advocates Mukul Rohatgi and CA Sundaram.The respondents were represented by Senior Advocate AM Singhvi and Solicitor General Tushar Mehta.
The Supreme Court on Friday directed Danny Gaekwad, who has made a competing offer to buy Religare Enterprises Limited (REL), to deposit ₹600 crore by February 12 to establish his bona fides. .As a consequence of this, the offer made by Burman Family Holdings (Dabur's holding company) has also been kept open till February 12. Further, the Court directed the Securities and Exchange Board of India (SEBI) to consider the applications by Gaekwad for the takeover of REL.A Bench of Chief Justice of India Sanjiv Khanna and Justice Sanjay Kumar said, "If the Appellate (Gaekwad) does not deposit the said amount, this order will automatically be set aside."During today's hearing, the Court pondered whether the offer by Burman Family made in 2023 would be consistent with the share valuation today..This order comes as a setback to Burman Family Holdings as their open offer was to close today (February 7)..The dispute surrounding REL is a complex takeover battle involving the Burman Family (promoters of Dabur India) and US-based investor Danny Gaekwad. The Burman Family initiated the process by acquiring a further stake in REL, triggering a mandatory open offer to public shareholders to acquire up to 26% of the company at ₹235 per share. This move aimed to increase their total stake to a controlling majority, solidifying their hold on the financial services firm. The open offer, a standard practice under SEBI regulations, allows existing shareholders an opportunity to exit their investment at a predetermined price during a substantial acquisition.However, Gaekwad entered the fray with a competing offer, attempting to disrupt the Burman Family's plans. He proposed a counter-offer to acquire a larger 55% stake in REL at a higher price of ₹275 per share, presenting himself as a more lucrative option for shareholders.SEBI, however, returned Gaekwad's offer saying that it was time-barred. Gaekwad has questioned the validity of this rejection in court. While Religare and the Burman Family claim that the deadline to make the open offer was September 2023, Gaekwad has claimed that it is January 2025. Gaekwad has contended that the Reserve Bank of India (RBI) accorded approval only in December 2024. Gaekwad has now made a fresh application which the SEBI is expected to decide at the earliest possible time, SEBI would have to ascertain the correct cut off date. .The order was passed in a plea filed by Sapna Govind Rao challenging the order of a Division Bench of the Delhi High Court refusing to halt the Religare AGM. Rao has contended that the takeover of REL by the Burman Family is being mishandled and that the latter's offer undervalues REL shares.Rao has contended that a competing offer has been received from M/s. Danny Gaekwad Developments & Investments, Florida, which values REL shares at ₹275 per share - 17 per cent higher than the Burman family’s offer of ₹235 per share.According to Rao, the competing offer - which was disclosed by REL to the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on January 24 - has fundamentally altered the acquisition landscape.The petitioner contended that proceeding with the Burman Family’s offer would cause grave financial loss to public shareholders.Rao emphasised that the competing offer should be allowed to run parallel to the Burman Family’s offer, ensuring a fair and competitive price discovery process.“The Competing Offer presents a higher valuation of REL shares, thereby prioritising and advancing the financial interests of minority shareholders, including the Petitioner," Rao's petition said.The petitioner also highlighted the urgency of the matter, noting that the open offer period for REL's proposed takeover by the Burman family runs from January 27, 2025 to February 7, 2025.Shareholders who sell their shares during this period unaware of the higher competing offer would face irreparable financial harm, Rao said.Additionally, the petitioner pointed out that REL’s AGM, scheduled for February 7, was announced before the competing offer was disclosed..The petitioner also highlighted the urgency of the matter, noting that the open offer period for REL's proposed takeover by the Burman Family runs from January 27, 2025 to February 7, 2025.Shareholders who sell their shares during this period unaware of the higher competing offer would face irreparable financial harm, Rao said.Additionally, the petitioner pointed out that REL’s AGM, scheduled for February 7, was announced before the competing offer was disclosed..Prior to the dismissal by the Division Bench, a singe-judge had found that the reasons given by Rao were not sufficient to stay the AGM. Therefore, it declined to grant Rao any such interim relief..The appellants were represented by Senior Advocates Mukul Rohatgi and CA Sundaram.The respondents were represented by Senior Advocate AM Singhvi and Solicitor General Tushar Mehta.
