Delhi High Court denies interim relief to Religare shareholder, allowing Burman family’s open offer to proceed
The Delhi High Court on Thursday declined to grant interim relief to Sapna Govind Rao, a minority shareholder in Religare Enterprises, who sought to stay the company’s upcoming Annual General Meeting and the open offer made by the Burman family to acquire a controlling stake in the financial services firm.
Justice Manoj Jain, presiding over the matter, observed that there was no valid competing offer currently in place before the market regulator SEBI.
The Court highlighted that SEBI had already returned the exemption request filed by Florida-based businessman Danny Gaekwad for failing to meet the regulatory criteria under Regulation 11 of SEBI’s Substantial Acquisition of Shares and Takeovers (SAST) Regulations.
As such, the judge ruled that the original open offer by the Burmans could proceed without hindrance.
Petitioner’s arguments and Court observations
Senior Counsel Aryama Sundaram, representing Sapna Govind Rao, argued that the valuation underlying the Burman family’s open offer – pegged at ₹235 per share – was fundamentally flawed due to the conditional nature of the Reserve Bank of India (RBI) approval.
He contended that a fresh competing offer by Gaekwad had emerged, and SEBI was bound to consider it before allowing the Burman open offer to proceed.
However, the Court noted that Gaekwad’s submission had been returned by SEBI and, as of now, there was no competing offer before the regulator.
The Burman family, represented by Senior Counsels Abhishek Manu Singhvi, Mahesh Jethmalani, Abhimanyu Bhandari and Dayan Krishnan, strongly opposed the petition.
Singhvi characterised the plea as a “proxy litigation” aimed at delaying the AGM and preventing a change in Religare’s management. He pointed out that this was the fourth attempt to stall the AGM, following previous challenges before the Registrar of Companies, the Jabalpur High Court, and another suit by Religare’s outgoing chairperson Rashmi Saluja.
Meanwhile, Senior Counsel Nalin Kohli, representing Religare’s independent directors, warned that repeated litigation was harming the company’s operations and urged the Court to allow lawful corporate processes to continue.
Senior Counsel Sundaram, appearing for the petitioner, had instructions that Gaekwad would file a fresh exemption request under Regulation 11 today.
The matter is now scheduled for further arguments on February 18, with all parties directed to file their responses.
With the court refusing to intervene, the Burman Group’s open offer is set to proceed as per SEBI regulations, while Religare’s shareholders await clarity on any further developments from Gaekwad’s side.
