SAT Rejects Danny Gaekwad’s Bid To Revive Competing Open Offer For Religare

The Securities Appellate Tribunal (SAT) has dismissed an appeal by Digvijay Laxhamsinh Gaekwad, popularly known as Danny Gaekwad, against a Securities and Exchange Board of India (SEBI) decision refusing to relax the deadline for making a competing open offer for Religare Enterprises Ltd (REL), as per a report by Moneycontrol.

The tribunal ruled that the timelines laid down under India’s takeover regulations are mandatory and cannot be altered to accommodate a delayed competing bid. Gaekwad had sought to challenge SEBI’s refusal to grant him an exemption from the prescribed schedule.

The dispute stems from the proposed acquisition of Religare by entities linked to the Burman Group. Four entities — MB Finmart, Puran Associates, VIC Enterprises and Milky Investment and Trading Company — together held a 21.54% stake in REL.

Their proposed purchase of an additional 5.27% would have pushed their shareholding beyond the 25% threshold, triggering an open offer under the SAST Regulations, as per Moneycontrol.

The Burman Group subsequently announced an offer to acquire up to 26% of Religare’s fully paid-up equity shares at ₹235 apiece.

Gaekwad later proposed acquiring 55% of REL at ₹275 per share and approached SEBI on January 24 and 26, 2025, seeking permission to make a competing offer.

He argued that the 15-working-day deadline should run from either January 18, when the Burman Group dispatched its Letter of Offer, or January 23, when it was advertised.

Deadline Began With Detailed Public Statement

SAT rejected this argument, noting that the regulations clearly require a competing bidder to make a public announcement within 15 working days of the first acquirer’s Detailed Public Statement.

In this case, the Burman Group issued that statement on October 4, 2023, and Gaekwad did not announce a competing offer within the stipulated period, as per the report.

The tribunal said the Letter of Offer issued more than a year later could not become the starting point for calculating the deadline. It also rejected Gaekwad’s call for a ‘purposive interpretation’, saying the regulatory language was clear.

SAT noted that allowing a rival bidder to enter after such a long delay could create uncertainty and disadvantage the original acquirer, which had already completed key regulatory steps and placed funds in escrow.

₹600 Cr Deposit and Offer Closure

The tribunal also took note of Gaekwad’s failure to deposit ₹600 crore as directed by the Supreme Court. The deposit deadline was eventually extended to February 13, 2025, but the amount was not deposited. By then, the Burman Group’s open offer had closed, making subsequent proceedings infructuous, the Moneycontrol report said.

SAT further held that Regulation 11 cannot be used to relax timelines for an ongoing open offer. It reportedly observed, "the provisions under Regulation 11 are not general exemption provisions (such as Section 462 of the Companies Act, 2013) but limited to allowing an acquirer to dispense with the open offer requirement and do not provide for relaxation from other requirements including timelines in case of an ongoing open offer".

However, the tribunal said Gaekwad could still launch a fresh takeover bid in future while complying with applicable regulations. "Appellant’s option to takeover the target company is not closed and he can always choose to initiate the process, at any time," SAT said, as per Moneycontrol.