TaxTMI 
TaxTMI 
2022 (9) TMI 1292
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....Bhasin, Adv. Mr. Chaitanya Safaya, Adv. Mr. Prateek Yadav, Adv. Mr. Anuj Berry, Adv. Mr. S. S. Shroff, AOR Mr. Kailash Vasdev, Sr.Adv. Ms. Anuradha Dutt, Adv. Ms. Suman Yadav, Adv. Mr. Tushar Jarwal, Adv. Ms. Neoma Vasdev, Adv. Mr. Shobhit Ahuja, Adv. Ms. B. Vijayalakshmi Menon, AOR Ms. Saman Ahsan, Adv. Ms. Srijata Majumdar, Adv. M/S. Khaitan & Co., AOR Mr. Sameer Parekh, Adv. Mr. Sumit Goel, Adv. Ms. Sonal Gupta,Adv. Mr. Manu Bajaj, Adv. M/S. Parekh & Co., AOR Mr. Faisal Sherwani, AOR Mr. vaibhav Kakkar, Adv. Mr. Sanjeev Sharma, Adv. Mr. Sahil Arora, Adv. Ms. Sanya Sud, Adv. Ms. Sanjukta Kaushik, Adv. Mr. H.S. Chandhoke, Adv. Mr. Saleem Hasan, Adv. Mr. Rohit Dahiya, Adv. Mr. Faisal Sherwani, AOR Mr. Sandeep Joshi, Adv. Mr. Sanjay Kumar Visen, AOR Mr. Anang Shandilya, Adv. Mr. Sanjeev Prakash Upadhyaya, Adv. Ms. Rity Rastogi, Adv. Mr. Aman, Adv. Ms. Mohini Kumari, Adv. Mr. Robin Khokhar, Adv. Mr. Aman Raj Gandhi, Adv. Mr. Dheeraj Nair, Adv. Ms. Vishrutyi Sahni,Adv. Mr. Mayank Pandey, Adv. Mr. G.N. Reddy, Adv. Mr. Vivek Jain, AOR Mr. Abhishek Agarwal, AOR Mr. Gagan Gupta, AOR Mr. Hardeep Singh Anand, AOR Mr. Pratap Venugopal, Adv. Mr. Akhil Abraham Roy, Adv. M/S. K J John And Co, A....
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....de the reach of Daiichi. It was submitted that Fortis Healthcare Holdings Private Limited ("FHHPL") was a holding company under the control of the Respondents and the value of its shares was derived solely from the value of the downstream operating company- Fortis Healthcare Limited ("FHL"); and that FHL shares held by FHHPL were being sold/ encumbered by the Respondents. In said proceedings, an undertaking given by the learned counsel appearing for respondent Nos. 14 and 19 was recorded by the High Court in its order dated 21.06.2017 in following terms: "8. Since the petitioner has raised an issue with regard to the shareholding of Fortis Healthcare Holding Pvt. Ltd. in Fortis Healthcare Limited, the present order is being restricted to the value of the said unencumbered asset disclosed in the affidavit. 9. Learned Senior Counsel appearing for respondent no. 14 and 19 submits that the value of the unencumbered asset comprising of equity share in Fortis Healthcare Holding Private Limited has been disclosed as Rs.452.60 Crores by respondent no. 14 and Rs.1889.30 crores by respondent no. 19. 10. Learned Senior Counsel appearing on behalf of respondent no. 1....
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....earing for the Respondents) that the Petitioner's interest would be protected to the extent of the total sum awarded under the Arbitral Award dated 29 April 2016, and there would be no fait accompli. Mr. Kapil Sibal had also submitted that even recording of his personal statement in the order would affect the respondents' interest in the share market as some of his clients are listed in stock exchange." It appears that the respondents had urged before the Court that their assurance should not be recorded in the order of the Court, since that might affect the value of their shares in the share market. This was the first assurance given by the respondents to the High Court of Delhi. It would be pertinent to mention that the fact that such an assurance was made is also recorded in the order of the High Court dated 23.01.2017 wherein Mr. Harish N. Salve, learned senior counsel appearing for the respondents 1 to 4 and 13 therein reiterated the assurance given to the Court as recorded in the letter dated 24.05.2016. The second assurance 5. On 25.07.2016, the High Court of Delhi passed an order directing the respondents to disclose the details of their immovable....
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....larify that the above understanding by Respondent No.19 of what was required to be furnished in terms of the order dated 23rd January 2017 is not correct. The Respondents were in fact required to furnish the information relating to all the unencumbered assets, both moveable and immovable, and not merely investments and loans and advances." 7. On 06.03.2017 Dr. Abhishek Manu Singhvi and Mr. Rajiv Nayar, learned senior counsel appearing for the respondents made a statement that the complete details/particulars of all unencumbered assets would be filed before the Registrar within one week. Certificates of Chartered Accountants of the respondents were also directed to be filed giving the following details: - (i) "the value of all the unencumbered assets, including both movable and immovable assets of Respondents 14 and 19, both the book value as well as the fair value; (ii) where these assets include investments in equity shares, preference shares and debentures, to indicate to what extent are these investments in related/group entities of the Respondents and in companies whose shares are listed and which of these shares have a condition of right of first ref....
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....eking to change the status of any unencumbered assets as disclosed to the Court and the shareholding as disclosed in terms of the order dated 06.03.2017 shall not be affected. The statement was taken on record by the High Court and the application disposed of in terms of this statement. This effectively meant that the Court had restrained OIL and RHC from reducing their shareholding in FHL through FHHPL in any manner. Relevant portion of the order passed by the High Court of Delhi dated 19.06.2017 reads as follows: - "5. Learned Senior Counsel for respondent no.14 and 19 submits that they are not seeking to change the status of any unencumbered asset as disclosed to the court and by mere passing of the impugned resolution, the shareholding as disclosed, in terms of order dated 06.03.2017, shall not be affected. 6. The statement is taken on record. 7. In view of the above statement, the application is disposed of." This was the fourth assurance given by the respondents." 4. While dealing with said Special Leave Petition (Civil) No.20417 of 2017, the proceedings arising from the order dated 21.06.2017 and the orders passed by this Court were not....
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....tober, 2017, we do not consider it necessary to delve into the issues raised at this stage as the time taken to answer the same would be the same as would be required to hear and decide the matter finally. We, therefore, decline to pass any order in the matter, save and except, to put on record that the interim order of this Court dated 11th August, 2017 was intended to be in respect of both the encumbered and unencumbered shares of Fortis Healthcare Limited held by Fortis Healthcare Holding Private Limited. Consequently, there will be no transfer of the shares to the extent indicated above. Parties may complete the pleadings in the meantime. As we have now clarified the previous order of this Court dated 11th August, 2017 no case for contempt is made out. However, it is needless to say that the present order and the above clarification would govern the rights of the parties henceforth. The contempt petition is accordingly disposed of." 16. On this date, the contempt petition was disposed of and at the same time it was mentioned that the order and the clarification contained therein would govern the rights of the parties henceforth. The order dat....
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.... October 2017, IHFL was not represented in this Court. However, on 16.08.2017 and 31.08.2017 through emails RHC informed IHFL about the status quo order passed by this Court. Thus, IHFL cannot claim that they were not aware of this Court's orders. However, from the material on record especially the replies filed by OIL, RHC, MMS and SMS it is apparent that on 06.09.2018, 07.09.2018, 08.09.2018 IHFL transferred 6,00,000 shares of FHL held by FHHPL. When RHC came to know about these transfers, it immediately informed IHFL that transfers were in violation of the orders passed by this Court on 11.09.2017. Despite the communication dated 11.09.2018, IHFL continued to transfer shares of FHL held by FHHPL on 11.09.2018, 12.09.2018, 14.09.2018, 17.09.2018 and 18.09.2018. On 24.09.2018, this Court was informed that IHFL had transferred 12,25,000 shares held by FHHPL in FHL in violation of the Court's orders. As on 29.09.2018, another transaction of 9,04,760 shares had taken place. The main issue is whether 12,25,000 shares were encumbered or not. 23. FHL is a public company and being a listed company, it has to disclose its shareholding patterns to the stock exchange. A chart showi....
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....her mean that the unencumbered shares should have been reduced to 3,52,55,957. 26. However, the figures of September 2017 show a totally different situation. The total shareholding has fallen to 17,80,26,597 and the unencumbered shares to 26,31,777. This means that in addition to 30,59,260 shares pledged on 14.08.2017, 3,26,24,180 number of shares were encumbered or transferred during this period. There is no explanation by OIL, RHC, MMS or SMS, as to how these unencumbered shares were encumbered or transferred in total violation of the orders of the courts. 27. We shall now deal with the issue as to whether IHFL and IVL had violated the orders of this Court or not? To decide this issue, it would be appropriate to determine whether IHFL transferred any shares which were not encumbered up to 14.08.2017. 28. This brings us to the shareholding pattern of FHL for the period between 01.07.2018 and 30.09.2018 because it is during this period that IHFL transferred the shares. According to IHFL these 12,25,000 shares stood pledged with them. Neither in I.A. No. 109493 of 2017 nor in the reply filed by contemnor nos. 1-8, is there any clear-cut statement as to how....
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....at the balance 27,31,367 were unencumbered shares. The disclosure of 30.09.2018 and 31.12.2018 both reflect that the number of encumbered shares have not changed but the total shareholding of FHHPL in FHL has reduced from 32,82,851 to 11,53,091. This means that what was transferred were 21,29,760 unencumbered shares and not encumbered shares. The transaction of 12,25,000 shares therefore is out of the unencumbered shares because after 31.03.2018, the encumbered shares were much below 12,25,000. 30. We are not entering into the dispute whether the shares were transferred on the basis of pre-signed slips or delivery instruction slips based on the power of attorney but the fact remains that the official record shows that these shares were not encumbered and the contemnors have failed to place any cogent material on record to show that these 12,25,000 shares were pledged on or before 31.08.2017. 31. IHFL, in fact, flagrantly violated this Court's orders and made various transactions transferring even unencumbered shares. The best course available to IHFL would have been to approach this Court seeking a clarification before it made the transfers. This they did not do. ....
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....finally in December 2018 to 11,53,091. The undertaking given to the High Court of Delhi was that the shareholding as on 19.06.2017 and 21.06.2017 would be maintained. On 11.08.2017, this Court injuncted the respondents from changing the shareholding. On 11.08.2017, this Court passed the order of status quo referred to above. Despite that specific order, on 14.08.2017 a pledge was created. This was a violation of the orders of this Court. RHC and OIL filed applications before this Court on 21.08.2017 praying for modification of the order and for a direction that the order dated 11.08.2017 may be limited to the shares other than those which already stood pledged to banks and financial institutions. Though separate applications have been filed, Paragraph 25 of both the applications are identical and has been quoted hereinabove. 36. These applications were filed on affidavit and it has held out to this Court that if the order dated 11.08.2017 is limited to unencumbered shares it would have no impact on the availability of funds to protect the interest of the petitioner. On the basis of this statement, the order dated 31.08.2017 was passed and this Court took a lenient view on ....
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.... air and the only conclusion which we can draw is that this was a well thought out plan to deprive the petitioner from the amounts due to it. 40. No person or institution howsoever powerful, can be permitted to misuse the process of the Court. Contempt of court can be committed in various ways. Civil contempt is defined under the Contempt of Courts Act, 1971 under Section 2(b) to mean wilful disobedience of any judgment, decree, direction, order of the Court of wilful breach of an undertaking given to the Court. Criminal contempt has been defined under Section 2(c) to include anything which scandalizes or tends to scandalize or lower or tends to lower the authority of the Court. Criminal contempt also means any act which prejudices or interferes or tends to interfere with the due course of judicial proceedings. As far as the present case is concerned, the conduct of contemnor nos.9 and 10 definitely undermines the authority of the Court. We are dealing with an international arbitration which has fructified into an award but by misusing the legal process contemnor nos.9 and 10 have successfully avoided paying off the petitioner. In our view, action for committing criminal c....
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....ing companies were at one time the biggest unitholders in the trust. It is obvious that the respondents being debtors are maneuvering, transferring and converting the assets of value, with the desire and intent that the petitioners would not be able to recover the decretal amount as per the award. 43. We would, therefore, not read the orders of this Court in isolation but along with the five solemn assurances and undertakings given before the High Court. Directions given by this Court and the orders passed were in light of the fact that the contemnors always projected that the said assurances and undertakings were binding and adhered. 44. There can be no manner of doubt that contemnors 9 and 10 have changed the shareholding of FHHPL in FHL knowingly and wilfully. They have done this with a view to defeat the rights of the petitioner. They have also wilfully and contumaciously violated the orders of this Court dated 11.08.2017, 31.08.2017 and 15.02.2018. They are accordingly held guilty of committing contempt of court. We shall hear them on the question of sentence. We give one chance to the contemnors no.9 and 10 to purge themselves of the contempt. 45. O....
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....esult of the transferring of shares to the IHH Healthcare Bhd. (Malaysian Company)] to RHT Health Trust, Singapore (RHT). Petitioner prayed for restraining this transfer of funds and compliance of order dated 14.12.2018. FHL filed a reply to this I.A., which made it apparent that on 15.01.2019 itself FHL had completed the transaction involving acquisition of assets from Singapore based RHT even though it was fully aware that this Court was seized of the matter. 49. Interestingly, the main promoters of RHC and OIL i.e. MMS and SMS were the biggest unit holders in RHT when it was initially incorporated. The statistics of unit holding as on 20.06.2017 of RHT Trust, Singapore shows that SMS, MMS, their family members, FHHPL, FHL and RHC virtually owned the RHT trust. That situation has now changed and now the situation is such that the companies/associations of which MMS and SMS are partners are no longer visibly present and there are other persons who are there. When and how the holdings in RHT trust were transferred by various people is a matter which is required to be gone into." 8. Having found the contemnor Nos.9 and 10 and the entities RHC, OIL and FHL guilty of viola....
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.... suo motu contempt petition against RHC Holding Private Limited, Oscar Investments Limited, Malvinder Mohan Singh, Shivinder Mohan Singh and Fortis Healthcare Limited, for having wilfully violated the order of this Court dated 14.12.2018 and issue notice to them returnable for 03.02.2020 asking them to show cause why they should not be punished for contempt. 52. List the present contempt petition on 03.02.2020 when all the contemnors named hereinabove shall remain present in the Court. On that day, we shall hear them on the issue of sentence. Along with this, the contempt petition which has been ordered to be registered shall also be listed on 03.02.2020." 9. In terms of leave granted in sub paragraph (i) of paragraph 51 quoted above, the amount of Rs.17,93,40,000/- having been deposited by Contemnor Nos.1 to 8, it was held by this Court in its order dated 18.12.2019 that said Contemnors had purged themselves of the contempt and the matter was therefore closed as against them. 10. The Special Leave Petition and the Contempt Petition along with Suo Motu Contempt Petition No.4 of 2019, registered pursuant to direction (iv) in paragraph 51 as quoted above, were then tak....
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....rs. Due to all above, there were sale/fresh encumbrances from the period 06.03.2017 till 31.08.2017 but thereafter 5ill 15.02.2018 there was no change in the said encumbrance/sale and once again there were further sales after 15.02.2018. The unencumbered shares held by FHHL in FHL are protected by the order dated 23.02.2018 passed by the Hon'ble Supreme and cannot be encumbered/alienated by FHHL. Copies of the orders dated 11.08.2017, 31.08.2017, 15.02.2018 and 23.02.2018 passed by the Hon'ble Supreme Court are annexed herewith and marked as Annexure A (colly)." 8. This reply, thus, clearly shows that though allegedly neither Respondent No. 14 nor Respondent No. 19 sold or further encumbered any shares after 06.03.2017, various banks/financial institutions themselves exercised the right of pledge/top-up of pledged shares without any reference to or action from either Respondent No. 14 or Respondent No. 19. 9. In the circumstances, notices were issued to various banks/financial institutions as detailed in the order dated 11.02.2021. 10. Appearing for some of the banks/financial institutions, Mr. Shyam Divan and Mr. Ramji Srinivasan, learned Senior Advocate....
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....umbered leaving the residual investments to the tune of Rs.4,996.68 Crores as unencumbered. 5. Respondent No.19 has also undertaken an internal valuation of its unencumbered investments as on 31.12.2016 mentioned in para (4) above and based on such internal valuations, the estimated (on a conservative basis] fair value of its unencumbered investments as on 31.12.2016 is approximately Rs.3,453 Crores. 6. Apart from the aforesaid investments, Respondent No.19 has also extended loans and advances (other than loans and advances to other Respondent entities) and after netting off the loans raised on current assets, the amount of loans and advances recoverable is Rs.252.59 Crores as on 31.12.2016 which is over and above the aforesaid investments. 7. There is no intention of selling any of the unencumbered investments by way of shares held by Respondent No.19. A proposal which is under discussion may involve the sale of 29,00,000 equity shares of SRL Limited held by Respondent No.19 and 7.05,000 equity shares of SRL Limited held by Malav Holding Private Limited (Respondent No.15) to external investors in the near future. These shares of SRL Limited are encumbere....
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....ior Advocate, added that there would normally be a basic arrangement or loan agreement, in terms of which various kinds of securities including charge over properties, corporate and personal guarantees would be offered; and that a pledge of shares would only be by way of an additional security. None of the banks/financial institutions had indicated why the unencumbered shares were sought to be put under encumbrance or the shares were sold when other forms of securities were available. He further submitted that the arrangements under which the shares were pledged must be disclosed so that the purpose for which the basic accommodation or loan was obtained would also be clear. For example, according to him, in November, 2016 a loan agreement was entered into between India Bulls and RHC Holding Private Limited for an amount of Rs.350 crores purportedly for 'construction/development of residential projects'. He submitted that no such project had come up and the amount of Rs.350/- crores through successive transactions, was siphoned away. What kind of due diligence was undertaken by the banks/financial institutions while extending the loan facility must therefore be brought on record. ....
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....is Healthcare Ltd. stood pledged with the noticee in respect of facilities granted to M/s. Religare Wellness Ltd (now known as RWL Healthworld Ltd.) and to Religare Aviation Ltd. (now known as Ligare Aviation Ltd.) (b) On 20.02.2018, 33.75 crores shares were sold for Rs. 47 crores while another tranche of 80,000 shares was sold on 24.05.2018 for about Rupees one crore. (c) Thus, 4.20 lakh shares are still under the control of Noticee No.4. (d) All the facilities now stand squared up and the amounts advanced by the noticee have been recovered. It is also submitted that the pledgor never approached the notice for recovery of additional shares amounting to 4.20 lakhs shares, though all the arrangements had squared up. In the circumstances, we direct the Noticee No.4 to hold on to these 4.20 lakhs shares till further orders. ..." 13. All the concerned Contemnors as well as Noticees filed their responses enclosing relevant documents and materials. The concerned documents run into more than 200 volumes. The broad outline of submissions advanced on behalf of the Noticees is to the following effect that for various financial accommodations/ l....
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....re released upon closure of these facilities. Vol. 200, Pg.2 08.11.2010 Overdraft Facility for Rs.50 Crores executed between RHC and ABL, security being "First Charge on the entire current assets of the company, both present and future" Vol. 167, Pg.137 27.07.2012 • Credit Facility for Rs.53 Crores (Rs.45 Crores + Rs.8 Crores) extended to RWL by RBL under the security of: "First pari pasu charge on all current assets and movable fixed assets of the company, both present and future" and "unconditional and irrevocable corporate guarantee of RHC Holdings Private Limited and same to remain outstanding during currency of RBL Loan" Vol. 178, Pg.30 12.11.2012 Initiation of Arbitration Proceedings by Daiichi in Singapore being Arbitration Case No. 19074/CYK 29.11.2012 Credit Facility for Rs.75 Crores extended to RAL by RBL on following security: Subservient charge on all current assets and movable fixed assets of the company, both present and future Mortgage of land & building located at Gurgaon owned by Torus Buildcon Pvt. Ltd. providing minimum hard asset cover of 1.40 X based on latest market value of the....
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.... to DION. Vol. 175, Pg.503 12.03.2014 Rs.10 Crores remains outstanding from this borrower as on 23.03.2021. Vol. 176, Pg. 618, 646 27.03.2014 Facility Agreement for Term Loan of Rs.235 Crores to FSSPL by ABL (Agreement not put on record) Vol. 197, Pg.1 28.03.2014 1,80,00,000 FHL Shares pledged in favour of ABL to secure credit facility of Rs.235 Crores Vol. 197, Pg.1 02.05.2014 1,55,00,000 FHL Shares pledged with YBL [w.r.t. 06.03.2014] Pledge over 50,000 FHL Shares released on 29.07.2015. DION Vol. 173, Pg.147 10.06.2014 Standby Letter of Credit of Rs.130 Crores extended by YBL to LVL. This facility was closed on 27.09.2016. Vol. 200, Pg.3 27.06.2014 • Facility Agreement for Term Loan of Rs.100 Crores executed between LAL and ABL against security of: Exclusive charge on the aircraft Falcon 2000 (Serial Number: IOI) Subservient charge on all current and movable fixed assets of the company, both present & future. Pledge of (in compliance with Sec 19 (2) of the Banking Regulation Act) equity shares of FHL ....
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...., Pg.5 11.09.2015 44,43,000 FHL Shares pledged in favour of YBL to secure facilities extended to LAL (Rs.100 Crores) + HTL (Rs.200 Crores) + LVL (Rs.220.5 Crores + Rs.130 Crores) Vol. 174, Pg.206 This facility was closed. Vol. 200, Pg.5 28.09.2015 2,15,00,000 FHL shares additionally pledged in favour of ABL in respect of Standby Letter of Credit for USD 72.5 million executed between RCMIML and ABL. Vol. 197, Pg.3 29.09.2015 Release of 75,00,000 FHL Shares by ABL [w.r.t. 28.03.2014] Vol. 197, Pg.3 30.09.2015 26,80,000 FHL Shares pledged with LVB against Rs.40 Crores Credit Facility Vol. 202, Pg.2 30.09.2015 Rs.250 Crores extended by YBL to FSSPL. This facility was closed on 16.10.2019 via sale of securities Vol. 200, Pg.5 Vol. 175,Pg. 578 07.10.2015 Brand License Agreement executed between RHC and FHL Vol. 104, Pg.292 14.10.2015 Release of 1,95,00,000 FHL Shares by ABL [w.r.t. 29.09.2015] Vol. 197, Pg.3 16.10.2015 46,30,000 FHL Shares pledged in favour of YBL to secure Rs.250 Crores credit facility to FSSPL. These pledges were released on 27.11.2015. Vol. 200, ....
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....bsp;30.03.2016 Agreement to Pledge 2,65,02,852 FHL shares in favour of YBL by FHHPL Vol. 174, Pg.346,392 Vol. 200, Pg.8 Pre 29.04.2016 1,36,50,000 FHL Shares stood encumbered in favour of ABL Vol. 197, Pg.3 Pre 29.04.2016 8,06,38,352 FHL Shares were encumbered in favour of YBL Vol. 228, Pg.4 Vol. 200, Pg.8 29.04.2016 Arbitral Award in favour of Daiichi Vol.5,6, Pg.8 18.05.2016 Ss.47/49 Arbitration and Conciliation Act, 1996 preferred before the Delhi High Court by Daiichi being OMP (FEA) Vol. 1, Pg.24 (Comm.) No. 06/2016 20.05.2016 Credit Facility Agreement containing a top up mechanism between RHC and CSFIPL secured by pledge of 68,50,000 FHL Shares Vol. 171, Pg.117, 232 24.05.2016 First Undertaking before the Delhi High Court by Respondents Vol. 1, Pg.78 30.06.2016 19.07.2016 Standby Letter of Credit of Rs.304.5 Crores extended by YBL to LVL. Vol. 200, Pg.9 Vo....
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....of ABL w.r.t. Standby Letter of Credit for USD 72.5 mn executed between RCMIML and ABL. Vol. 169, Pg.424 30.09.2016 Total 40,75,000 FHL Shares stood encumbered in favour of RBL Vol. 201, Pg.4 04.10.2016 Release of 20,00,000 FHL Shares by ABL [w.r.t. 29.09.2015] Vol. 197, Pg.4, 44 07.10.2016 OIL paid back Rs.161 Crores to YBL against loan sanctioned on 20.02.2015 Vol. 224, Pg.6 31.10.2016 38,95,000 FHL Shares pledged in favour of LVB against 26.10.2016 Facility Vol. 202, Pg.2 02.12.2016 Affidavit of Assets preferred by Singh Brothers, OIL, RHC before the Delhi High Court Vol. 54, Pg.31,39,46,51 09.12.2016 LVB released 18,00,000 FHL Shares against reduction of Loan Facility of 26.10.2016 from Rs.150 Crores to Rs.100 Crores Vol. 202, Pg.3 15.12.2016 Total of 2,58,50,000 FHL Shares stood encumbered in favour of YBL Vol. 228, Pg.4 23.12.2016 YBL sanctioned a loan amount of Rs.565 Crores to OIL Vol. 175, Pg.521 Rs.225 Crores released immediately. Rs.430.4 Crores remain outstanding as of 23.03.2021. Vol. 200, Pg.11 Vol. 176, Pg.....
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....7.10.2015] over 2,37,35,000 FHL Shares to secure Put Option w.r.t. RHC (Rs.300 Crores), LAL (Rs.100 Crores), HTL (Rs.200 Crores), LVL (Rs.304.5 Crores), Dion (Rs.130 Crores), OIL (565 Crores), FSSPL (Rs.250 Crores) Vol. 177, Pg.832 09.03.2017 Cross Collateral by YBL [w.r.t. 30.03.2016, 27.07.2016] over 3,56,46,406 FHL Shares to secure Put Option w.r.t. RHC (Rs.300 Crores), LAL (Rs.100 Crores), HTL (Rs.200 Crores), LVL (Rs.304.5 Crores), Dion (Rs.130 Crores), OIL (565 Crores), FSSPL (Rs.250 Crores) Vol. 175, Pg.463 15.03.2017 14.03.2016 Credit Facility between CSFIPL and RHC Holdings Ltd. closed. CFSIPL released all pledges over shares of FHL. Vol. 203, Pg.2 22.03.2017 20.05.2016 Credit Facility between CSFIPL and RHC Holdings Ltd. closed. CFSIPL released all pledges over shares of FHL. Vol. 203, Pg.2 March'17 YBL released Rs.340 Crores to Oscar against loan sanctioned on 23.12.2016 Vol. 224, Pg.6 03.05.2017 Loan of Rs.150 Crores sanctioned by YBL to LAL. Vol. 200, Pg.14 Vol. 175, Pg.530 Rs.10 Crores remains outstanding as of 23.02.2021. 19.05.2017 Standby Letter of Credit for Rs.100....
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.... RHC to repay entire loan amount with interest Vol. 159, Pg.97 17.07.2017 RBL issued a Loan Recall Notice w.r.t. 29.11.2012 Facility Vol. 201, Pg.7 18.07.2017 Pledge Agreement to create a Cross Collateral over 45,83,333 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure RHC Holding Facility Vol. 167, Pg.155 18.07.2017 Pledge Agreement to create a Cross Collateral over 64,16,667 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure RHC Holding Facility Vol. 167, Pg.180 18.07.2017 Pledge Agreement to create a Cross Collateral over 10,00,000 FHL Shares already pledged [w.r.t. 30.06.2014 & 28.07.2016 ABL] to secure RHC Holding Facility Vol. 168, Pg.204 18.07.2017 Pledge Agreement to create a Cross Collateral over 45,83,833 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure Ligare Facility Vol. 168, Pg.319 18.07.2017 Pledge Agreement to create a Cross Collateral over 64,16,667 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure Ligare Facility Vol. 168, Pg.344 18.07.2017 Pledge Agreement to create a Cross Collateral over 10,....
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....BL released 2,00,000 FHL Shares [w.r.t. 29.11.2012] Total no. of encumbered shares of FHL with RBL stood at 38,75,000 Vol. 201, Pg.7 10.08.2017 RBL received Rs. 3.20 Crores [w.r.t. 29.11.2012] Vol. 201, Pg.8 11.08.2017 Order by this Court directing Status Quo w.r.t. shareholding of FHHPL in FHL 11.08.2017 Total FHL shares that stood encumbered in favour of ABL were 1,83,75,000 Vol. 228, Pg.4 14.08.2017 Loan Recall Notice issued by RBL w.r.t. 27.07.2012 Facility Vol. 201, Pg.8 Vol. 23, Pg.42 14.08.2017 LVB sold 1,00,000 FHL shares and realised Rs.1,49,79,271 Vol. 202, Pg.4 14.08.2017 LVB sold 4,00,000 FHL Shares and realised Rs.6,06,50,588 Vol. 202, Pg.4 14.08.2017 LVB sold 3,34,350 FHL Shares and realised Rs.5,02,68,887.26 Vol. 202, Pg.5 14.08.2017 LVB sold 65,000 FHL Shares and realised Rs.98,60,578 Vol. 202, Pg.5 14.08.2017 LVB sold 1,50,650 FHL Shares and realised Rs.2,28,54,809 Vol. 202, Pg.5 14.08.2017 LVB sold 2,00,000 FHL Shares and realised Rs.2,99,49,031 Vol. 202, Pg.5 14.08.2017 Pledge created by Indiabulls Vol. 1,&nb....
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.... filed Contempt Petition before this Court Vol. 39, Pg.5 29.10.2018 Daiichi granted permission to file formal intervention Application for Intervention in NCLT Vol. 119 @ Pg.97 07.12.2018 Daiichi preferred Application for Intervention before NCLT Vol. 75 @ Pg.10 17.12.2018 REL preferred Complaint u/Ss. 210, 212 and 447 of Companies Act 2013 against Singh Brothers and known associates Vol. 67 @ Pg.62 18.12.2018 RFL preferred Complaint against Singh Brothers and their associates before Economic Offences Wing, Delhi Police - FIR 50/2019 Vol.67 @ Pg.98 14.03.2019 SEBI passed an order consequent to an independent investigation which found large scale diversion of funds from the REL and its subsidiaries at the behest of promoters. REL and RFL directed to recall the loans and take recovery steps for entities belonging to promoter group Vol.67 @ Pg.145 22.03.2019 Complaint preferred by REL against erstwhile promoters and their entities including Oscar Investments Limited with EOW, Delhi Police for misappropriation to the tune of Rs.525 crores Vo....
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....in the following volumes: - A. Volume 126: Submissions by Securities and Exchange Board of India B. Volume 157: Brief Submissions by Mr. Arvind P. Datar regarding Banks and Financial Institutions and Creation of Wrongful Pledges C. Volume 160: Julius Baer Capital India Private Limited D. Volume 161: Indiabulls Housing Finance Limited E. Volume 163: ECL Finance Ltd. F. Volume 178: RBL Bank Ltd. G. Volume 182: Aditya Birla Finance Limited H. Volume 183: First Abu Dhabi Bank Limited I. Volume 191: Kotak Mahindra Bank Limited J. Volume 203: Credit Suisse Finance Limited Released all pledges and closed both ANR and RHC Facilities before Supreme Court passed its status quo order. K. Volume 214: Submissions by Religare Finvest Limited (Respondent No.17) L. Volume 215: Submissions by Religare Enterprises Limited, Religare Finvest Limited, Religare Comtrade Limited (Respondent No. 16, 17, 18) No final relief has been claimed by the Petitioner against Religare Group Petitioner's Intervention resulted in interim stay in the 23 Matters initiated at the instance....
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....ending practices ABL invoked all pledges after 15.02.2018 Order R. Volume 162/229: Submissions by Lakshmi Vilas Bank (Noticee No.17): No notice of proceedings Bonafide Transactions(s) with Ranchem Pledging and Invocation of Pledge on Shares of FHL S. Volume 230: Submissions on behalf of Daiichi Sankyo (Petitioner) 3 Proceedings pending before this Court - 1. SLP(C)20417/2017 2. Contempt Petition (C) 2120/2018 3. SMC (C) 4/2019 Banks and Financial Institutions categorized into three: 4. 8 Banks that have wilfully violated the orders and assurances given to DHC as well as to SCI 5. 4 Banks that released the shares and sold no shares after 24.05.2016 6. 4 Banks and Financial Institutions which neither appeared nor filed any affidavit in compliance with order dated 18.02.2021. Petitioner be permitted to withdraw the Contempt Deposit Direction to FHL/IHH to bring back Rs.4000 Crores and consequences thereof T. Volume 231: Ambit Finvest Private Limited Pledge over the shares never invoked 16. We heard Mr. Mukul Rohatgi, Mr. Rakesh Dwivedi, ....
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....n full opportunity to respond and defend their case before this Hon'ble Court. MMS and SMS filed separate replies to the SLP and the Contempt Petition. MMS filed its reply affidavit in SLP dated 13 March 2019 (SLP Vol 54, 55) and SMS filed its reply to SLP on 12 March 2019 (SLP Vol 53). MMS also filed its reply to Contempt Petition (SLP Vol 59). In addition, MMS filed a sur-rejoinder in the Contempt Petition (SLP Vol 65). SMS also filed a sur-rejoinder in the Contempt Petition (SLP Vol 62). The Petitioner filed a rejoinder-affidavit to the reply of MMS (SLP Vol. 61). The Petitioner in its rejoinder-affidavit explained how MMS and SMS blatantly misled the court by asserting that the banks and financial institutions had acted on their own accord in invoking their right to top-up under pre-existing contractual obligations. Petitioner also showed how the Respondents obstructed the course of justice by falsely asserting that five crore shares had already been kept aside for satisfying the debts of the banks and financial institutions and that a sufficient number of unencumbered shares were available to satisfy and realize the Award. The Respondents never informed the courts of the e....
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....oral submissions and brief written submissions - filed on 17 February 2021 [SLP Vol 157], informed this Hon'ble Court that wrongful pledges were created after the first assurance was given to the DHC on 24 May 2016. Since these pledges were created in violation of court orders, Mr. Datar requested this Hon'ble Court to pass orders to, inter alia, restore the status quo ante in respect of the shareholding of FHHPL in FHL, as on 24 May 2016, and to restitute the Petitioner in respect of creation of all wrongful pledges after 24 May 2016. 7. In its written submissions [SLP Vol 125/Page 3], the Petitioner has requested this Hon'ble Court to void the impugned pledges and/securities created after 24 May 2016 or, in the alternate, to compensate and restitute the Petitioner for the loss caused due to the creation of pledges and subsequent sale of shares by banks/financial institutions on or after 24 May 2016 [SLP Vol 125/Page 6-7]. The Petitioner has also informed this Hon'ble Court of the scheme adopted by the banks and financial institutions in collusion with MMS, SMS, FHL and IHH, to deprive the Petitioner of the rights accorded to it on FHL shares by the system....
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....his Hon'ble Court, Mr Dwivedi categorized the banks and financial institutions into the following three categories: (i) Category I: Eight banks that have wilfully violated the orders and assurances given to the DHC as well as to this Hon'ble Court should be issued a notice of contempt [SLP Vol 221/Page 47-64]; (ii) Category II: Four banks that have released shares and have sold no shares after 24 May 2016 [SLP Vol 221/Page 65-71]; and (iii) Category III: Four banks and financial institutions which neither appeared nor filed any affidavit in compliance with the order dated 18 February 2021 [ SLP Vol 221/Page 83]. 10.In response to this Hon'ble Court's query regarding the proposal for purging of the contempt by the contemnors, the Petitioner has proposed certain reliefs with respect to the wrongful pledges created by the banks and financial institutions contemptuously and for a direction to conduct a forensic audit. [SLP Vol 222/Page 4-5]. C. Fortis Healthcare Limited and IHH Healthcare Berhad 11. Mr. Mukul Rohatgi, Senior Counsel, on behalf of the Petitioner submitted that at the time of issuance of the Award, the....
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.... ahead and the amount of INR 4000 crores received by FHL was being transferred to RHT Trust, in which the Singh Brothers and Judgment Debtors had a substantial interest. The Petitioner had prayed in this application that the transfer of funds to RHT be injuncted until the undertaking recorded in DHC order dated 21 June 2017 was fulfilled/satisfied, and also to ensure compliance with the order dated 14 December 2018. [SLP Vol 45/page 9-19]. 14. The Petitioner filed another application for directions (IA No. 15162 of 2019) in the Contempt Petition on 24 January 2019 [SLP Vol 46/Page 1-5] after ascertaining that FHL had completed the acquisition of portfolio assets of RHT and on 15 January 2019 INR 4650 crores had been transferred in violation of this Hon'ble Court's order dated 14 December 2018 within a few hours of Petitioner's application. FHL filed a reply to I.A. No. 8948 of 2019 [SLP Vol 50] and to I.A. No. 15162 of 2019 [SLP Vol 49] in February 2019. 15. On 09 March 2021, during the course of oral submissions, FHL defended the RHT transaction and submitted that FHL's actions did not amount to an act of contempt. Mr. Datar, in his oral and writt....
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....nd (iii) FHL-IHH-RHT transaction was undertaken at the behest of and for the mutual benefit of the Singh Brothers, FHL, IHH and various banks and financial institutions [SLP Vol 26/Page 43]. It should be noted that Mr. Gurinder Singh Dhillon and Mr. Gurpreet Singh Dhillon are close relatives of the Singh Brothers and it is probable that the Dhillon family (of which Mr. Gurinder Singh Dhillon and Mr. Gurpreet Singh Dhillon are members) also benefitted from the FHL-IHH-RHT transaction. 19. In response to this Hon'ble Court's query regarding the proposal for purging of contempt, the Petitioner has proposed certain reliefs against RHT including a notice to RHT. [SLP Vol 222/Page 6]. E. Religare 20.Mr. Krishnan Venugopal, Senior Counsel, made extensive oral submissions on behalf of the Petitioner in reply to the arguments made by Mr. C.U. Singh, Senior Advocate, appearing for Religare Enterprises Limited, Religare Comtrade Limited and Religare Finvest Limited ("Religare Group"). The Religare Group has sought vacation of the order dated 05 April 2019 passed by this Hon'ble Court in SLP thereby staying the insolvency proceedings against 23 entities b....
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.... made as a result of the contemptuous conduct of the contemnors that has severely affected the interest of the Petitioner. No third parties can claim a share in the deposit made by a party committing contempt of protective orders passed in favour of the Petitioner. Further, these are monies deposited in contempt proceedings and Section 73 of the Code of Civil Procedure, 1908 is not applicable in these proceedings." 19. In support of the contention that IHH / NTK be directed to put the funds back in FHL, it was submitted that matter raised following questions: "(i) Whether Fortis Healthcare Limited/ IHH etc. in remitting the sum of approximately INR 4000 crores on 15 January 2019 have violated the status quo order dated 14 December 2018, and thus committed contempt? (ii) Whether INR 4000 crores should be brought back by IHH and deposited with Fortis Healthcare Limited? (iii) Whether the deposit of INR 4000 crores, if directed to be made, could be utilized to honour the undertakings recorded and representations made on various occasions before the Delhi High Court and this Hon'ble Court? The additional questions raised during the hearing on ....
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....es: (i) Banks, which gave large amount of loans to group companies of the Singh Brothers without any scrutiny on end utilization of the loans (this has been explained by Mr. Rakesh Dwivedi, Senior Advocate) (ii) FHL and IHH Healthcare Berhad, in transferring INR 4000 crores in violation of the status quo order and to frustrate the decree. (iii) RHT Health Trust, Singapore, in participating in the transaction of receipt of INR 4000 crores from FHL and IHH, being transferred out of India in violation of the status quo order dated 14 December 2018. This was done while Mr. Gurpreet Singh Dhillon (maternal cousin of Singh Brothers) was the signatory and at the helm of the affairs of RHT. (d) Theory of attribution: It is a settled principle that acts of directors, who are in management and control, are deemed to be acts of a company which is a legal entity but has no mind or body to think and act. It is well settled that the acts of the directors in control are attributable as the acts of the company and treated as such. There are extensive pleadings which show that the group companies, including FHHPL and FHL, were under the management and control of ....
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....tional Q. No. 3: If FHL/ IHH is directed to bring back INR 4000 crores, whether Petitioner will be entitled to recover the award/ decretal amount from these funds? (a) In the answer to Question No.2 of the earlier written submissions [SLP Vol 185/Page 9], submissions have been made as to why it is imperative that INR 4000 crores should be brought back. The extraordinary and unseeming haste in sending INR 4000 crores outside India was in breach of the status quo order of this Hon'ble Court dated 14 December 2018. It is well settled that any act in violation of court's order is void and the status quo ante must be restored. [(i) Satya Brata Biswas v. Kalyan Kumar (1994) 2 SCC 266 (para 23 and pages 106-117 of SMC Vol 36 and (ii) Vidur lmpex and Traders Private Ltd. v. Tosh apartments Private Ltd. (2012) 8 SCC 384 (para 49. page 118-150 of SMC Vol 36]. (b) If the sum of INR 4000 crores is brought back, it will be an asset in the books of accounts of FHL. This will be like any other asset of FHL namely lands, buildings, investments, cash account, cash in bank, etc., and can be attached to fulfill the undertaking given. (c) As pointed out in detail lat....
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....e same way, FHL may be equally bound by the undertaking. (i) Thus, the undertakings I assurance that a sum of INR 2341. 9 crores will always be available for satisfaction of the award amount will also be an undertaking on behalf of FHL. Once the undertakings were given on behalf of the group and was been made amply clear that FHL was the most valuable member of this group/ single economic entity, the undertakings are binding on all the entities on whose behalf the undertaking was given. Daiichi will be entitled to recover the amount by attaching assets of any of these entities, including FHL as well. (j) FHL cannot escape liability on the ground that it is a listed entity or that Singh Brothers along with their investment companies had less than 1 % shares of FHL on the date on which INR 4000 crores was sent out. IHH, the new investor in FHL and now in charge of the management of FHL, had full knowledge of the various undertakings given to the High Courts and the Supreme Court. IHH and its directors cannot now escape the liability to honour the understandings I assurances by taking shelter under the concept of separate corporate personality. The assets of FHL are ....
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....hiilon 103.78 5. Adept Lifespaces Private Limited Gurkirat Singh Dhillon 85.58 152.88 Gurpreet Singh Dhiillon 67.30 Total 998.3 21. It was submitted by Contemnor No.10 - Shivendra Mohan Singh that he was neither involved in the management nor in the negotiations or talks in respect of any of the transactions entered into which was seriously being questioned. According to said Contemnor, it was his brother namely Contemnor No.9, who was completely responsible for all said transactions. 22. As the record shows, the bulk of the shareholding held by FHHPL in FHL was pledged with YES Bank Ltd. (YBL) and Axis Bank Ltd. (ABL). Mr. Shyam Divan, learned Senior Advocate advanced submissions on behalf of these two entities and took us through various documents placed on record. The preliminary submissions advanced on behalf of YBL were as under: "7. The crux of YBL's case is that 8,97,81,906 FHL shares were encumbered in favour of YBL, by 28.07.2016. Out of the 8,97,81,906 FHL shares, 5,41,35,500 FHL shares were encumbered under various agreements, prior to 30.03.2016. ....
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....ollusion between the JDs and YBL for the purpose of defeating Daiichi's rights are completely incorrect, meritless and baseless, and are unsupported by any evidence. This is also evident from the fact YBL has several recovery proceedings pending against the JDs and the borrowers before various forums for an outstanding amount of INR 532.9 Crore (excluding interest) (as of 22.02.2021). (Paras 43 to 46, Pg. 33, Vol.173) 11. Moreover, there were contemporaneous public disclosures made by FHL / FHHPL with the stock exchange concerning the Subject Encumbrances, thereby negating the argument that these encumbrances/ pledges were being created in a discreet and collusive manner. Additionally, it also appears that JD Nos. 14 and 19, in their affidavit of unencumbered assets dated 14.03.2017 had mentioned that 5 crore unencumbered shares of FHL held by FHHPL would be kept aside for repayment of debt obligations of the group companies (Para 4, Pg. 254, Vol 2, Pg. 444, 455, Vol 6). Furthermore, admittedly, neither the JDs nor Daiichi had ever informed YBL that there was any restriction on either lending to the JDs or their group companies post 24.05.2016, nor was YBL informed of ....
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....Further, the Orders of the Hon'ble Delhi High Court and this Hon'ble Court make it clear that there was no injunction qua the shares of FHL held by FHHPL at any time prior to 11.08.2017. There was also no restriction on lending to the JDs or their group companies at any point of time. In fact, even the Hon'ble Delhi High Court vide its judgment dated 15.10.2020 passed in EA No. 615, 625 and 815 in OMP EFA 6 of 2016 (order upheld by this Hon'ble Court) ("15 October 2020 Judgment") has categorically held that there was neither any restriction on lending to the JDs nor was there any injunction qua the JDs' assets till 19.02.2018. The Hon'ble Delhi High Court's reasoning was based on the premise that the foreign arbitral award in favour of Daiichi became a decree only on 31.01.2018, after Daiichi's enforcement petition was allowed, in terms of Section 49 of the Arbitration and Conciliation Act, 1996. (Paras 45 to 48, Pg. 27 to 30, Vol. 167) 11. Further, all allegations of collusion between the JDs and ABL for the purpose of defeating Daiichi's rights are completely baseless, and are unsupported by any evidence. This is also evident from the ....
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....e rentals. The liability to pay these lease rentals was affecting the financial health of FHL considerably and as such a decision was taken by the management to gain a proprietary interest in said assets rather than continue under the lease arrangement. It was for the purpose of acquisition of such proprietary interest that the amount of Rs.4,666/- crores was transferred by FHL in favour of RHT Trust. These transactions were completely bona fide and entered into for the purposes of securing and protecting the business structure and interest of FHL. In the written submissions the concerned events were set out as under: "2. As explained below, the events that took place were as follows: (a) Daiichi had initiated an arbitration against the Singh Brothers and others in relation to allegations of fraud in the sale of their shares of Ranbaxy Ltd. It is pertinent to note that the present transaction has no connection with that transaction. (b) Having secured an award in their favour, the Decree Holder then took to enforcing the award in India. In the course of these enforcement proceedings, undertakings were given on behalf of the Singh Brothers to the Hon'b....
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....HL. (h) The consequence of the order of injunction passed on 14 December 2018 is to render this process of acquisition of shares of the members of the public in an Open Offer (as defined below) under a freeze. It is submitted that the injunction is not serving anybody's purpose and in fact, is contrary to the interests of the public shareholders. The only interest the Decree Holder has in pursuing this course of action is to try to pressurize IHH to pay them their decretal dues, for the reason that the prospects of recovery from the Singh Brothers (who are already in jail for non-payment) appear to be bleak." 24. In its response to the submissions made on behalf of the Contemnors regarding purging of Contempt, following submissions were made on behalf of Daiichi: "A. Judgment Debtors 1. As sought by the contemnor MMS in (and as proposed in) I.A. No.43119 of 2020, this Hon'ble Court may direct a forensic audit of the group companies of MMs and SMS identified in Vol. 90/Table A/pages 4 and 5 and the companies and individuals to which loans have been advanced by the judgment debtors and associate companies as set forth in Vol. 90/Table B/pages 6 and 7....
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....ivate Limited (Group company-owned by the Contemnors) 2. SRL Headway Brands Private Limited (group company-owned by the Contemnors) 3. Fortis RHS Healthcare Management Services (group company-owned by the Contemnors) 5. As per SMS, an amount of US$ 10.89 million is available with Ligare Voyage (Ireland) Limited. Accordingly, this Hon'ble Court mat by pleased to direct the Contemnors deposit this amount, i.e., US$ 10.89 million held by Ligare Voyages, with this Hon'ble Court [Vol. 88/Page 7,9,33] TYPE OF ASSET ENTITY Cash in Bank [US$ 10.89 Mn] Ligare Voyages (Ireland) Limited 6. The request for the aforesaid sale of lands/properties given by MMS and SMS should be considered favorably by this Hon'ble Court, and a retired judge of this Hon'ble Court may be appointed to undertake this sale process in a time-bound manner. B. Banks 7. Banks and financial institution who have created additional pledges or exercised right of top-ups after 24 May 2016 (i.e., the date of the first assurance) have been instrumental in the systematic dilution of the FHL shares owned by FHHPL. The Judgment Debtors have deliberately pledged the s....
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....ls to deposit an amount of INR 21,30,25,742 (Indian Rupees Twenty-One Crores Thirty Lakhs Twenty-Five Thousand Seven Hundred and Forty-Two Only), which is an amount equivalent of the value of these shares (as on 11 May 2021). No separate suo motu contempt proceedings are required. 11. Axis Bank still retains 90,00,000 shares of FHL and these shares must be directed to be sold and the monies so realized must be deposited with this Hon'ble Court. 12. There was an unlawful top-up of shares by banks of: (i) 5,00,000 shares by First Abu Dhabi Bank on 31 May 2017 (Approx. value: INR 11,74,00,000 (Indian Rupees Eleven Crores Seventy-Four Lakhs Only)); and (ii) 1,10,00,000 shares by Axis Bank on 30 November 2016 (Approx. value: INR 11,77,25,000 (Indian Rupees Eleven Crores Seventy-Seven Lakhs Twenty-Five Thousand Only)). First Abu Dhabi Bank and Axis Bank should therefore be directed to deposit the aforesaid amounts equivalent to the value of the shares which were unlawfully topped-up in blatant violation of orders of the DHC and the SC. 13. This Hon'ble Court may allow Daiichi Sankyo to withdraw INR 17,93,40,000 deposited by Indiabulls....
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....his transfer involved a further transfer of INR 817 crores to FHL (as a unitholder); and (iii) the execution of definitive agreement dated 13 February 2018 between FHL and RHT for the buy-back of RHT portfolio assets based on the term sheet dated 14 November 2017 and disclosure to the SGX dated 15 November 2017 that resulted in the transfer of a controlling stake in FHL to IHH. This was in breach of the assurances given to the DHC and the status quo order of this Hon'ble Court. E. Religare 1. Any IBC proceeding should be subject to the outcome of the contempt proceedings and orders passed by this Hon'ble Court. 2. No IBC proceeding should be admitted against the judgment debtors, Fern Healthcare Private Limited, Modland Wears Private Limited and ANR Securities Private Limited. 3. This Hon'ble Court may reserve the right of Daiichi Sankyo to raise all the arguments raised before this Hon'ble Court and the NCLT may be directed to examine all arguments without prejudice to any arguments under Section 65 of the IBC. 4. The proceedings against 23 entities initiated by Religare Finvest Limited, if permitted, will directly impact the o....
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.... and impose fine of Rs.5,000/- for having committed contempt of court with default sentence of two months. 27. That takes us to the next set of questions regarding the role played by the noticee banks and financial institutions. With the assistance of the learned counsel appearing for the parties we made an attempt to go through the documents placed on record but find ourselves unable to come to a definite conclusion whether there were antecedent arrangements which enabled said banks and financial institutions to keep attaching the shares and keep on converting large quantity of shares from the compartment of "unencumbered shares" to that of "encumbered shares" and thereafter keep disposing of said shares. We are also unable to come to a clear conclusion whether all those actions were protected by the order dated 15.02.2018 passed by this Court enabling the banks and financial institutions to sell encumbered shares. This exercise will require going into issues of fact, comparing of the documents and accounts as well as considering the expediency whether the shares were required to be sold in order to keep affording comfort and sufficient security to said banks and financial i....
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....e High Court, before whom the proceedings in execution are pending, to consider appointment of forensic auditor(s) to analyse the transactions entered into by the noticee banks and financial institutions and to look into whether such transactions were bona fide and entered into in commercial expediency. (c) The executing court may also consider issuing appropriate process and appointing forensic auditor(s) to analyse the transactions entered into between FHL and RHT and other related transactions. (d) The amount of Rs.17,93,40,000/- which stands deposited in the Registry of this Court shall be transmitted to the executing court along with interest accrued thereon. The said amount shall be available to the executing court while considering execution of the instant foreign arbitral award. (e) Certain shares which are still lying with the noticee banks and financial institutions, for example, the shares of FHL pledged with and continued to be held by RBL Bank which were dealt with in the order dated 15.04.2021 passed by this Court, shall be available to the executing court and shall abide by such order as the executing court may deem appropriate to pass. (f) All the proper....