The case involving Oscar Investments Limited and RHC Holding Private Limited has reached a crucial stage with the Supreme Court of India’s ruling on the enforcement of a foreign award. This decision marks a pivotal moment in the legal proceedings and sets a precedent for similar cases in the future. Stay tuned for more updates on this landmark judgment.
Facts
- Oscar Investments Limited (OIL) and RHC Holding Private Limited (RHC) held 100% stake in Fortis Healthcare Holding Private Limited (FHHPL) which in turn held a majority stake in Fortis Healthcare Limited (FHL).
- Multiple assurances were given by the respondents to the Delhi High Court regarding disclosing assets and maintaining shareholding.
- Dispute referred to international arbitration between Daiichi Sankyo Company Limited and the respondents.
- Delhi High Court directed disclosure of immovable assets and details of alienated and encumbered assets.
- Concerns raised about reduction in shareholding of OIL and RHC through FHHPL in FHL.
- FHHPL’s stake in FHL pledged to Indiabulls Housing Finance Limited.
- Petitioner filed contempt petition for pledge violating court order.
- Public Limited Company, FHL, had majority shares owned by OIL and RHC through FHHPL.
- Challenges made to foreign award enforcement, objections dismissed, award became final.
- Petitioner filed proceedings for enforcement of foreign award in Delhi High Court.
- Reiterated undertakings regarding unencumbered assets and investments by OIL and RHC.
- The High Court of Delhi passed an order on 19.06.2017 related to the status of unencumbered assets of OIL and RHC.
- The learned senior counsel for both parties confirmed they were not seeking to change the disclosed assets and shareholding as per the previous order.
- The Court accepted this statement and disposed of the application accordingly.
- This marked the fourth assurance given by OIL and RHC.
- The Court requested clarification on the nature of investments in related/group entities, listed companies with right of first refusal, and the extent of borrowings secured by assets.
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Arguments
- The petitioner expressed concern that the respondents would dissipate their assets, rendering the award unenforceable.
- Mr. Kapil Sibal, senior counsel for the respondents, assured the High Court that the petitioner’s interests would be protected.
- The assurance by Mr. Sibal was not recorded by the Court but was documented in a letter from the petitioner’s counsel.
- The first assurance given by the respondents to the High Court was regarding the protection of the petitioner’s interests.
- Mr. Harish N. Salve, senior counsel for the respondents, reiterated this assurance in a subsequent court order.
- The respondents requested that their assurance not be included in the court’s order to prevent any negative impact on their shares in the stock market.
- Dr. Singhvi and Mr. Nayar agree that any change proposed in the status of unencumbered assets will require application to the court
- Details of unencumbered assets must be furnished as directed
- Any changes to the assets’ status should be brought to the court’s attention first
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Analysis
- OIL sought a direction from the Court regarding the shares pledged to banks and financial institutions.
- OIL requested that the sale of these pledged shares should be made after obtaining prior consent from the pledgee(s).
- FHL’s shareholding pattern reveals a decrease in shares owned by FHHPL over time.
- The violations of the court orders by various contemnors led to the loss of control over FHL.
- Contemnors attempted to manipulate shareholding through unauthorized transfers.
- The contempt includes disobeying court orders and misleading actions.
- Multiple court orders and solemn undertakings were disregarded by the contemnors.
- Significant shares were transferred without related encumbrances, raising suspicions of deliberate deceit.
- The complexity of share transfers and discrepancies in disclosures led to the court’s intervention.
- The contemnors’ failure to provide valid explanations cast doubt on their credibility and intentions.
- The court’s lenient stance allowed for a chance to rectify contemptuous actions.
- The share transfers were seen as strategic moves to evade debt repayment and dilute shareholdings.
- Instances of share transfer violations were highlighted in the quarterly reports.
- The transfer of controlling interests to foreign entities raised concerns over transparency and compliance.
- Contemnors 9 and 10 changed the shareholding of FHHPL in FHL knowingly and wilfully.
- Contemnors have violated orders of the Court dated 11.08.2017, 31.08.2017, and 15.02.2018 willfully and contumaciously.
- Transactions made by MMS, SMS, RHC, OIL, and FHL were to defeat the rights of the petitioner despite undertakings to the High Court of Delhi.
- Prima facie view that transactions are in wilful disobedience of the order of the Court dated 14.12.2018 and earlier orders.
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Decision
- Contempt petition disposed of on the same date as the order and clarification were mentioned to govern the rights of the parties henceforth.
- Registry directed to register a suo motu contempt petition against RHC Holding Private Limited, Oscar Investments Limited, Malvinder Mohan Singh, Shivinder Mohan Singh, and Fortis Healthcare Limited for violating the court’s order dated 14.12.2018.
- Directions given to contemnors to deposit a specified sum within a specified time frame to be considered for a lenient sentence.
- Contemnors were found guilty of knowingly and willfully violating court orders on multiple occasions.
- Opportunity provided to contemnor nos. 1-8 to purge themselves of contempt by depositing a specific amount within a given time frame.
- Fresh contempt petition to be registered for violation of the order dated 14.12.2018 by RHC, OIL, MMS, SMS, and FHL.
- FHL ordered to disclose the list of directors/officials actively involved in the company for a specific period.
- Parties instructed to complete pleadings before the hearing on the question of sentence.
Case Title: MR. VINAY PRAKASH SINGH Vs. SAMEER GEHLAUT
Case Number: CONMT.PET.(C) No.-002120 / 2018
