The Delhi High Court on Thursday refused to grant interim relief to Sapna Govind Rao, a minority shareholder in Religare Enterprises, who had sought to halt the company’s upcoming Annual General Meeting and the open offer made by the Burman family to acquire a majority stake in the financial services firm.
Justice Manoj Jain, who presided over the case, noted that there was no valid competing offer currently before the market regulator SEBI. The Court emphasized that SEBI had already rejected the exemption request filed by Florida-based businessman Danny Gaekwad for not meeting the regulatory criteria under Regulation 11 of SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) Regulations. Therefore, the judge ruled in favor of allowing the Burmans’ original open offer to move forward without any obstacles.
Senior Counsel Aryama Sundaram, representing Sapna Govind Rao, argued that the valuation of the Burman family’s open offer at ₹235 per share was flawed due to the conditional nature of the Reserve Bank of India (RBI) approval. He claimed that a new competing offer by Gaekwad had emerged, and SEBI should consider it before proceeding with the Burman open offer. However, the Court noted that Gaekwad’s submission had been returned by SEBI, and there was currently no competing offer under consideration by the regulator.
The Burman family, represented by Senior Counsels Abhishek Manu Singhvi, Mahesh Jethmalani, Abhimanyu Bhandari, and Dayan Krishnan, strongly opposed the petition, labeling it as a “proxy litigation” aimed at delaying the AGM and obstructing a change in Religare’s management. Singhvi highlighted that this was the fourth attempt to disrupt the AGM, following previous challenges before the Registrar of Companies, the Jabalpur High Court, and another lawsuit by Religare’s outgoing chairperson Rashmi Saluja.
Senior Counsel Nalin Kohli, representing Religare’s independent directors, expressed concern that continual litigation was impacting the company’s operations and urged the Court to allow the lawful corporate processes to proceed.
Despite the petitioner’s counsel indicating that Gaekwad would file a fresh exemption request under Regulation 11, the Court scheduled further arguments for February 18, with all parties instructed to submit their responses.
With the Court’s decision not to intervene, the Burman Group’s open offer is expected to progress in compliance with SEBI regulations, while shareholders of Religare await any updates from Gaekwad’s side.
