DIGVIJAY LAXHAMSINH GAEKWAD Vs. SAPNA GOVIND RAO

JUDGEMENT

(1.) We have heard learned counsel for the parties, including the learned Solicitor General appearing for the Securities and Exchange Board of India("SEBI", for short.), at some length on the question of competing offers in terms of Regulation 20 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011("2011 SEBI Regulations", for short). Regulations 20(1) and 20(9) of the 2011 SEBI Regulations read as under:-

(2.) The primary issue which arises for consideration is the date on which a public announcement of an open offer, in terms of clause (1) to Regulation 20, has been made. It is the case of the private respondents, M/s. Puran Associates Private Limited, M/s. VIC Enterprises Private Limited, M/s. M.B. Finmart Private Limited and M/s. Milky Investment and Trading Company("private respondents", hereinafter), that the said date would be 25/9/2023. It is the case of the appellants that the date on which the public announcement was made would be 18/1/2025.

(3.) It is highlighted by the appellants that the private respondents, being non-banking financial companies, had to seek approval from the Reserve Bank of India, which was initially not given but was finally granted on 9/12/2024. It is also highlighted by the appellants that the object and purpose of making a public offer is to ensure that the members of the public, who hold shares, can offload and sell their shares to the group which is acquiring shares at the threshold limit and which may, thereupon, have a say or control over the management of the company.