Deposit Condition – The appellant was directed to deposit ₹600 crores in an escrow account by 12.02.2025; failure to do so would automatically vacate interim relief – Para 14

Public Offer Extension – The open offer, originally set to close on 07.02.2025, was extended until SEBI's final determination – Para 15

SEBI’s Determination – SEBI was required to decide on: a) The valid date of public announcement under Regulation 20(1) – Para 7 b) The applicability of exemption under Regulation 11 – Para 12 c) The validity of the competing offer and offer price revision – Para 9

Non-Precedential Nature – The order was specific to the present case and not to be treated as a precedent – Para 16

Held:

"SEBI would be more concerned about public investors and their rights and interests." – Para 10

"The application filed by the appellants is still pending consideration by SEBI and has not been disposed of." – Para 11

Acts and Sections Discussed:

• Constitution of India, 1950 – Article 136 – Special Leave Jurisdiction – Power of Supreme Court to Interfere in Regulatory Matters – Para 1
• Securities and Exchange Board of India Act, 1992 – Regulatory Authority of Securities and Exchange Board of India (SEBI) – Power to Oversee Open Offers – Para 5
• Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 –
  a) Regulation 20(1) – Right to Make a Competing Offer within Fifteen Working Days – Para 6
  b) Regulation 20(9) – Right to Revise Offer Price Before Tendering Period – Para 9
  c) Regulation 11 – Exemption from Compliance Requirements – Para 12

Subjects:

Public Offer – Competing Offer – SEBI Approval – Open Offer Announcement Date – Exemption Application – Offer Price Revision – Investor Protection – Escrow Deposit – Regulatory Interpretation – Market Control

Question of Law:

1. Whether the public announcement of an open offer under Regulation 20(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 was validly made on 25.09.2023 or 18.01.2025? – Para 7
2. Whether SEBI could grant an exemption to the appellant under Regulation 11 of the 2011 SEBI Regulations for making a competing offer beyond the prescribed period? – Para 12
3. Whether the appellant had the right to revise the offer price under Regulation 20(9) after the announcement of a competing offer? – Para 9