M/S Daiichi Sankyo Company vs Jayaram Chigurupati & Ors

The Supreme Court examined the legality of the offer made by M/s Daiichi Sankyo Company Ltd. for the acquisition of shares of Zenotech Laboratories Ltd. under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997. The Court held that the offer price of Rs. 113.62 per share was not fair and lawful, as it was below the negotiated price of Rs. 160.00 per share established in the Share Purchase and Share Subscription Agreement. The judgment emphasized the necessity of adhering to the prescribed regulations for fair pricing in takeover bids, thereby reinforcing the integrity of the Takeover Code.