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Digvijay Laxhamsinh Gaekwad (Danny Gaekwad) v. Sapna Govind Rao

Civil Appeal · 2025 INSC 189Decided 7 Feb 2025
C.A. No.-002196-002197 - 2025 (arising out of SLP(C) Diary No. 6576/2025)
Chief Justice Sanjiv Khanna · Justice Sanjay Kumar

Background

A public open offer had been made to acquire shares of a target company, and a dispute arose between competing acquirers over the exact date on which the "public announcement" of the open offer was legally made: a group of private respondent companies said it was 25.09.2023, while the appellant, Digvijay Gaekwad (Danny Gaekwad), said it was 18.01.2025. The date mattered because it determined whether the appellant's competing bid, and his related application to SEBI, were filed within the time limits set by SEBI's Takeover Regulations. The private respondents, being non-banking financial companies, had needed RBI approval for their offer, which came only in December 2024, adding to the confusion over timing.

Decision Breakdown

The Supreme Court declined to resolve the core legal question of which date counted as the "public announcement," noting that SEBI itself had not yet decided the issue and was better placed to do so. Instead, as an interim measure, the Court allowed the tendering period (due to close that very day) to continue for a few more days, conditioned on the appellant depositing Rs. 600 crores as security in line with the takeover regulations. The Court expressly stated this was a stop-gap arrangement in the peculiar facts of the case, not to be treated as a precedent, and left all rights and contentions of the parties open for SEBI and the courts below to decide on merits.

Lesson Learnt

In fast-moving corporate takeover battles, courts will often preserve the status quo through interim conditions (like requiring a deposit) rather than deciding disputed regulatory questions themselves, leaving specialist regulators like SEBI to rule on technical compliance issues first.

Official source (sci.gov.in)View Judgment (PDF)

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