Holding

The Supreme Court held that the Singh brothers willfully disobeyed the court orders and undertakings, thereby committing contempt, and failed to purge the contempt, warranting the maximum penalty.

Summary

Daiichi Sankyo Co. Ltd sought enforcement of a Singapore arbitral award of about INR 2,562 crore against 20 respondents, including Oscar Investments Ltd and the Singh brothers. The Supreme Court examined whether the Singh brothers (contemnors 9 and 10) had willfully violated multiple orders and undertakings of the Delhi High Court and this Court by diluting their shareholding in Fortis Healthcare and facilitating unauthorized pledges and transfers of shares. The Court found that the assets offered by the Singh brothers were insufficient to satisfy the award and that they had failed to purge the contempt. Consequently, the Court held them guilty of contempt and imposed the maximum sentence of six months imprisonment with a fine of Rs.5,000 each. The Court also declined to pass immediate directions against the banks and financial institutions but ordered a forensic audit of their transactions. Finally, the contempt petition and related special leave petitions were disposed of, and the deposited contempt money was directed to the executing court for enforcement of the award.

Issues considered

Whether the actions of the Singh brothers constitute contempt of the orders of the Delhi High Court and the Supreme Court.
Whether the Singh brothers have effectively purged the contempt by offering assets.
Whether the banks and financial institutions involved should be subject to contempt proceedings or other directions.
Whether the Court can issue remedial directions, such as appointment of forensic auditors, in contempt proceedings.

Legislation cited

Arbitration and Conciliation Act, 1996s. 48
Code of Civil Procedure, 1908s. 73
Contempt of Courts Act, 1971s. 2(b), s. 2(c)

Subjects

contempt of courtforeign arbitral award enforcementshareholding dilutionforensic auditbank pledgesArbitration and Conciliation ActContempt of Courts Actcorporate fraudasset preservation

Judgment

1020 [2022]
SUPREME COURT 11 S.C.R. 1020
REPORTS [2022] 11 S.C.R.

A M/s. DAIICHI SANKYO COMPANY LIMITED
v.
OSCAR INVESTMENTS LIMITED & ORS.
(Special Leave Petition (C) No. 20417 of 2017)
B SEPTEMBER 22, 2022
[UDAY UMESH LALIT, CJI, INDIRA BANERJEE AND
K.M. JOSEPH, JJ.]
Contempt of Court – Held: Contemnor Nos. 9 and 10 were
held guilty of committing contempt of the orders passed by the High
C Court and Supreme Court – They were given an opportunity to purge
themselves of contempt – However, the kind of assets offered by
Contemnor Nos.9 and 10 in their affidavit are so inadequate that it
is impossible to satisfy the amount awarded in favour of the petitioner
in the foreign arbitral award – Thus, said Contemnors have failed
D to purge themselves of contempt – Considering the enormity of their
actions, Contemnor Nos.9 and 10 sentenced to suffer the maximum
sentence i.e., six months imprisonment – Fine of Rs.5,000/- imposed
for having committed contempt of court with default sentence of
two months – Further, regarding the role played by the noticee banks
and financial institutions, no directions are being passed against
E them for the present but the executing court or any other authority
competent to exercise such power shall do well to appoint forensic
auditor(s) to undertake proper exercise to unravel the truth –
Directions issued.
Delhi Development Authority v. Skipper Construction
F (2007) 15 SCC 60 I : [2005] 3 SCR 313; Supreme Court
Bar Association v. Union of lndia (1998) 4 SCC 409 :
[1998] 2 SCR 795; Satya Brata Biswas v. Kalyan Kumar
(1994) 2 SCC 266 : [1994] 1 SCR 413; Traders Private
Ltd. v. Tosh apartments Private Ltd (2012) 8 SCC 384 :
[2012] 10 SCR 307; Rosnan Sam Boyce v. B.R. Cotton
G
Mills Ltd. (1990) 2 SCC 636 : [1990] 2 SCR 381 –
referred to.
Case Law Reference
[2005] 3 SCR 313 referred to Para 19
H
1020
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1021
INVESTMENTS LIMITED

[1998] 2 SCR 795 referred to Para 19 A
[1994] 1 SCR 413 referred to Para 19
[2012] 10 SCR 307 referred to Para 19
[1990] 2 SCR 381 referred to Para 19
CIVIL APPELLATE JURISDICTION : Special Leave Petition B
(C) No.20417 of 2017.
From the Judgment and Order dated 21.06.2017 of the High Court
of Delhi at New Delhi in CCPO No.21 of 2017.
With
C
Contempt Petition (C) No.2120 Of 2018 In Special Leave Petition
(C) No.20417 of 2017 and Suo Motu Contempt Petition (C) No.04 of
2019.
Mukul Rohatgi, Rakesh Dwivedi, Jaideep Gupta, Krishnan
Venugopal, Arvind P. Datar, Kailash Vasdev, Harish N. Salve, Rajiv Nayar, D
Gaurav Pachnanda, Ms. Meenakshi Arora, Shyam Divan, C.U. Singh,
Jayant Mehta, Sr. Advs., Amit Kumar Mishra, Eklavya Dwivedi, Mohit
Singh, Ms. Samridhi Hota, Ms. Kanika Singhal, Shivam Pandey, Turab
Ali Kazmi, Ms. Saloni Agarwal, Rohan Jaitley, Aditya Shankar, Jaiveer
Shergill, Kunal Chatterji, Keshav Dhingra Sehgal, Shivendra Singh, Ms.
Maitrayee Banerjee, Pravar Veer Misra, Rahul Unnikrishnan, Anuradha E
Dutt, Ms. Suman Yadav, Aditya Sarin, Tushar Jarwal, Ms. Neoma
Vasudev, Shobhit Ahuja, Ms. B. Vijayalakshimi Menon, H.S. Chandhoke,
Sanjeev Kumar, Saleem Ansari, Vaibhav Kakkar, Abhishek Kisku, Anshul
Sehgal, Sahil Arora, Rohit Dahiya, Faisal Sherwani, Ms. Ruby Singh
Ahuja, Vishal Gehrana, Ms. Kritika Sachdeva, Anmol Jassal, Ms. F
Namrata Sinha, Ms. Avni Sharma, M/s. Karanjawala & Co., Vivek Jain,
Nirvikar Singh, Zulfiquar Menon, Abhishek Singh, Manish Shekhari, Nitin
Sharma, Ganesh Khemka, Anuj Berry, Abhik Chakraborty, Govind
Manohar, Prateek Yadav, Ms. Anshula Laroiya, Shradul S. Shroff, Pratap
Venugopal, Ms. Surekha Raman, Ms. Viddusshi Shandilya, Akhil Abraham
Roy, Vijay Valsan, M/s. K J John & Co, Sandeep Devashish Das, Ms. G
Aishwarya Singh, Ms. Roopali Singh, Ms. Sayobani Basu, Ms. Durga
Manda, Anant Misra, Mayank Pandey, Sandeep Joshi, Anang Shandilya,
Sanjeev Prakash Upadhyaya, Sanjay Kumar Visen, Atul Sharma, Ms.
Renuka Iyer, Abhishek Agarwal, Sanjay Gupta, Ateev Mathur, Amol
Sharma, Gagan Gupta, Aman Raj Gandhi, Ms. Sanjana Arora, Ashwani H
1022 SUPREME COURT REPORTS [2022] 11 S.C.R.

A Kumar, Rishi Sethi, Vidhur Sikka, Ms. Sandhya Chawla, Kumar Gaurav,
Ms. Ritu Reniwal, Robin Khokhar, Mahesh Agarwal, Rishi Agrawala,
Ankur Saigal, Himanshu Satija, Nishant Rao, Ms. Mansi Taneja, Ms.
Ayushi Aamod, E.C. Agrawala, Ms. Saman Ahsan, Ms. Srijata Majumdar,
Ms. Monika Vyas, M/s. Khaitan & Co., Vinam Gupta, Alok Kumar, Ms.
Somya Yadava, Ms. Drishti Harpalani, Uday Arora, G.N. Reddy, Varghese
B Thomas, Hormuz Mehta, Ms. Tamoghna Goswami, Dheeraj Nair, Sameer
Parekh, Sumit Goel, Ms. Sonal Gupta, Manu Bajaj, Ms. Nitika Pandey,
M/s. Parekh & Co., Rohan Thawani, Hardeep Singh Anand, Advs. for
the appearing parties.
The Judgment of the Court was delivered by
C UDAY UMESH LALIT, CJI
1. The present proceedings arise out of an action initiated by
Daiichi Sankyo Company Limited (hereinafter referred to as “Daiichi”)
for enforcing a Foreign Arbitral Award dated 29.04.2016 made in
Singapore and passed in favour of Daiichi and against 20 Respondents
D i.e. Respondent 1: Malvinder Mohan Singh, Respondent 2: Malvinder
Mohan Singh as Karta of HUF, Respondent No.3: Malvinder Mohan
Singh as Trustee of Bhai Hospital Trust, Respondent No.4: Japna M.
Singh, Respondent 5: Nimrita Singh, Respondent 6: Shivinder Mohan
Singh, Respondent 7: Shivinder Mohan Singh as Karta of HUF,
Respondent 8: Aditi Singh, Respondent 9: Anhad Parvinder Singh,
E Respondent 10: Kabir Parvinder Singh, Respondent 11: Udayveer Singh,
Respondent 12: Vivan Singh, Respondent 13: Nimmi Singh, Respondent
14: Oscar Investments Ltd., Respondent 15: Malav Holdings Pvt. Ltd.,
Respondent 16: Modland Wear Pvt. Ltd., Respondent 17: Fern Healthcare
Pvt. Ltd., Respondent 18: ANR Securities Pvt. Ltd., Respondent 19:
F RHC Holdings Pvt. Ltd., Respondent 20: Oscar Traders (Partnership
Firm) (“Respondents/ Judgment Debtors”), directing them to jointly and
severally pay a sum of approximately INR 2562 crores with further
additional pre-award interest (4.44%) and post-award interest (5.33%),
in Arbitration Case No.19074/CYK. The Award was challenged in
Singapore as well as in India but the objections were dismissed and the
G Award became final. In the proceedings initiated for enforcement of
said Award in the High Court1, anobjection was raised under Section 48
of the Arbitration and Conciliation Act, 1996 (for short, ‘the Act’).
However, said objection was dismissed except insofar as original
respondents No. 5 and 9 to 12, who were minors when the award was
1
H High Court of Delhi at New Delhi.
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1023
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

declared. The further challenge in this Court to the rejection of the A
objection did not succeed and Special Leave Petition (Civil) No. 4276 of
2018 preferred therefrom was dismissed by this Court on 16.02.2018.
2. In the enforcement proceedings being OMP (EFA) (Comm.)
No.6 of 2016 initiated by Daiichi, an apprehension was expressed that
the Respondents were engaging in designs to move the assets outside B
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 C
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 D
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 E
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. 14 and 19 undertakes that, irrespective of any transaction that
the said respondent may enter into, the value as disclosed to the F
court would not be, in any manner, hampered or diminished.
11. The effect of the above statement of learned Senior Counsel
for respondent no.14 and 19 is that the sum of Rs.2841.09 Crores
(i.e. Rs.452.60 + Rs.1889.30 crores) would always be available
and realizable as an asset of respondent no.14 and 19, in Fortis G
Healthcare Holding Pvt. Ltd. Towards the satisfaction of the
decretal amount as and when the stages so arises.
12. The statement is taken on record and the undertaking
accepted.”
H
1024 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 3. In Special Leave Petition (Civil) No.20417 of 2017 the
aforestated order dated 21.06.2017 is under challenge mainly on the
ground that rather than recording said undertaking of the learned counsel,
the High Court ought to have issued appropriate process to secure the
assets of those against whom the Award was passed. As a matter of
fact, the undertaking so recorded in the order dated 21.06.2017 was the
B fifth assurance / undertaking given by the learned counsel appearing for
respondent Nos.14 and 19. Previous four such assurances were recorded
by this Court in its judgment and order dated 15.11.20192 passed in Vinay
Prakash Singh vs. Sameer Gehlaut & Ors. as under:
“Proceedings before the Delhi High Court
C
The first assurance
4. During the enforcement proceedings, the petitioner filed I.A.
No.6558 of 2016 before the High Court of Delhi praying that the
respondents be restrained from alienating or encumbering their
assets. The petitioner expressed an apprehension that the
D respondents would fritter away their assets which would make
the award unenforceable. On 24.05.2016 Mr. Kapil Sibal, learned
senior counsel appearing for the respondents assured the High
Court that the interest of the petitioner will be protected. Though
this assurance was not recorded by the Court, the same forms a
E part of the letter sent by the counsel for petitioner, relevant portion
of which reads as follows:-
“1…Further, while directing that, inter alia, the Arbitration
Award dated 29 April 2016, be kept confidential, a formal
protective order has not been passed by the Hon’ble Court on
the strength of duly instructed oral assurance tendered by
F
Learned Senior Counsel Mr. Kapil Sibal (appearing 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
G 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,
2
H "The judgement”, for short.
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1025
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

since that might affect the value of their shares in the share market. A
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
B
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 assets
and also to disclose the details of assets that have been alienated C
and encumbered to third parties. It appears that during this period
reports appeared in various newspapers that the respondents were
disposing their stakes in subsidiary companies and were also
clandestinely disposing of their assets. Left with no alternative,
the petitioner filed an Interlocutory Application being I. A. No. D
618 of 2017 before the High Court of Delhi in which the following
prayer was made: -
a. “Urgently pass an order directing the Respondents to secure
the Award amount by depositing it with the Registrar of the
Delhi High Court or by providing adequate security or by bank E
guarantee or by any other means that this Hon’ble Court may
deem fit;
b. Pass an order directing the attachment of the movable and
immovable assets and properties of the Respondents, and any
assets and properties in which the Respondents have any
beneficial interests until the disposal of the present petition, at F
least to the extent of the amounts awarded in the Award;
c. Pass an order restraining the Respondents and their group
companies from selling, alienating or encumbering their movable
or immovable properties/assets in any manner whatsoever;
d. Pass ex-parte, ad interim orders in terms of prayers (a), (b) G
and (c) above and confirm the same after notice to the
Respondents;”
On 23.01.2017, Mr. Harish N. Salve, learned senior counsel for
some of the respondents before the High Court of Delhi reiterated
the assurance given in the letter dated 24.05.2016 and sought two H
1026 SUPREME COURT REPORTS [2022] 11 S.C.R.

A weeks’ time to furnish an affidavit by one of the respondents
giving the details of assets of all the respondents. This was the
second assurance.
The third assurance
6. The information was not provided in the manner sought by the
B High Court which is reflected in the order dated 06.03.2017. The
order records that the respondents have been directed to furnish
details of all unencumbered assets both movable and immovable
and not merely the list of the investments, loans and advances as
reflected in the affidavit filed by the respondents. The respondents
C were directed to furnish further details and the counsel for
respondents had submitted that this would be done within 1 week.
The High Court in its order dated 06.03.2017 clarified as follows:-
“8. The Court would like to clarify 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
D
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,
E 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: -
F (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
G 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 refusal.
(iii) a clarification as to how much of the borrowings reflected
in the balance sheets are secured by way of pari passu charge
H on the present and future current assets of the companies.”
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1027
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

The Court again noted the statement of Dr. A.M. Singhvi and Mr. A
Rajiv Nayar to the following effect: -
“12. Both Dr. Singhvi and Mr. Nayar state that if any change
is proposed in the status of any of the unencumbered assets
whose details are to be furnished as directed hereinbefore, the
Respondents will first apply to the Court.” B
This was the third assurance on behalf of the respondents.
The fourth assurance
8. OIL and RHC filed the certificates disclosing the value of the
unencumbered assets and investments. On 28.02.2017 OIL had C
unencumbered assets of a book value of 1953.70 crores and fair
value of 1204.78 crores. The fair value of the unencumbered
investments of OIL in listed entities including related/group entities
was valued at 854.64 crores. As far as RHC is concerned, the
book value of the unencumbered assets was shown as 6,346.69
crores and the fair value thereof at 3579.26 crores. The fair value D
of unencumbered investments was shown as 3246.76 crores.
Therefore, it was projected by the respondents that these two
companies had a net value which was much more than the amount
claimed by the petitioner.
9. As pointed out earlier FHL is a Public Limited Company in E
which OIL and RHC held majority shares amounting to 52.20%
through their wholly owned subsidiary, Fortis Healthcare Holdings
Private Limited (FHHPL) up till March, 2017. On 25.05.2017,
FHL issued notice to its shareholders proposing that the
shareholding of foreign investors would be increased. Immediately, F
thereafter, the petitioner filed I.A. No.7142 of 2017 before the
High Court of Delhi praying that OIL and RHC be restrained
from reducing their 100% shareholding in FHHPL and be restrained
from indirectly transferring FHHPL shares in FHL. It was prayed
that these two companies be directed to maintain their holding of
52% in FHHPL. In the meantime, the disclosures made by FHL G
to the Bombay Stock Exchange (BSE) showed that the
shareholding of FHHPL in FHL had fallen to 45.7%.
10. On 19.06.2017 the High Court of Delhi recorded in its order
that the learned senior counsel appearing for both OIL and RHC
H
1028 SUPREME COURT REPORTS [2022] 11 S.C.R.

A submitted that they are not seeking 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
B
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
C
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.
D 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
E orders passed by this Court were noted by this Court in theJudgment as
under:
“Proceedings before this Court
13. The order dated 21.6.2017 of the Delhi High Court was
challenged by the petitioner before this Court and the main
F contention of the petitioner was that despite the respondents
violating the undertakings time and again restraint orders were
not being passed. In the Special Leave Petition (Civil) No.20417
of 2017 filed by the petitioner this Court passed the following
order on 11.08.2017: -
G “In the interim it is directed that status quo as on today with
regard to the shareholding of Fortis Healthcare Holding Private
Limited in Fortis Healthcare Limited shall be maintained.”
As per the statutory disclosures made by FHHPL to the
BSE and National Stock Exchange (NSE), it was disclosed that
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1029
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

on 14.08.2017, 30,59,260 shares of FHHPL in FHL were pledged A
in favour of Indiabulls Housing Finance Limited (IHFL).
14. The petitioner filed a contempt petition being Diary No.27334
of 2017 alleging that the conduct of the respondents in creating a
13 pledge on 14.08.2017 is violative of the order dated 11.08.2017
In the meantime on 21.08.2017, OIL filed an application being B
I.A. 77497 of 2017 for directions permitting sale of encumbered
shares to pay its debts and also prayed that a clarification be
issued that the order dated 11.08.2017 is limited to shares other
than to those pledged to banks and financial institutions. In I.A.
77497 of 2017, OIL had stated as follows: -
C
“24. It is in these circumstances that the Respondent Company
seeks a direction from this Hon’ble Court that the order dated
11 August 2017 passed by this Hon’ble Court is limited to shares
other than those pledged to the banks and the financial
institutions, the sale of which is being made after obtaining
D
prior consent of the pledgee(s).
25. It is submitted that the said direction will not, in any event,
have an impact on the potential creditors and that the availability
of these funds will only help pare down the debt. This will only
raise the value of the shares held by Respondents.”
E
Similar application being I.A. No.76959 of 2017 with
identical paragraphs 24 and 25 was filed by RHC.
15. On 31.08.2017, this Court directed as follows:-
“As the present Special Leave Petition is due to come up for a F
fuller consideration on 23rd October, 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, G
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.
H
1030 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 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
B 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 dated 11.08.2017 and 31.08.2017 were later clarified
C by this Court vide order dated 15.02.2018 which reads as follows:-
“Having heard the learned counsels for the parties, we clarify
our interim orders dated 11th August, 2017 and 31st August,
2017 to mean that the status quo granted shall not apply to
shares of Fortis Healthcare Limited held by Fortis Healthcare
D Holding Pvt. Ltd. as may have been encumbered on or before
the interim orders of this Court dated 11th August, 2017 and
31st August, 2017.
The applications for directions are disposed of in the above terms.”
It would be pertinent to mention that on 23.02.2018, this
E Court passed the following order:
“Interim order of this Court dated 15th February, 2018 will
continue to hold the field till the High Court decides the matter.”
17. During the period 06.09.2018 to 18.09.2018 Indiabulls Ventures
Limited (IVL), with which FHHPL maintains a demat account
F
transferred 12,25,000 shares of FHL held by FHHPL to IHFL. In
the present contempt petition filed in October, 2018, it is alleged
that this transfer of shares was in contempt of the orders dated
11.08.2017, 31.08.2017, 15.02.2018 and 23.02.2018.”
5. As stated in Paragraph 17 quoted hereinabove, Contempt
G Petition (C) No.2120 of 2018 was filed in this Court alleging that transfer
of shares were effected in violation of the orders dated 11.08.2017,
31.08.2017, 15.02.2018 and 23.02.2018 passed by this Court. While
dealing with the matters in issue including the question whether 12,25,000
shares were pledged prior to 11.08.2017 or not, this Court had set out a
H chart in paragraph 3 of the Judgment as under:
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1031
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

A

B

C

D

E

6. The issues whether there was contempt of the orders passed
by this Court and whether pledge of 12,25,000 shares was prior to
F
11.08.2017 or not were considered by this Court as under:
“21. The main issue is whether these 12,25,000 shares were
pledged prior to 11.08.2017 or not. At this stage it would be pertinent
to mention that the stand of IHFL that no pledge was created
after 11.08.2017 is incorrect. The disclosure made on 21.08.2017
by FHHPL to BSE and NSE clearly discloses that 30,59,260 shares G
of FHL held by FHHPL were pledged on 14.08.2017 in favour of
IHFL. This disclosure of 21.08.2017 is a part of the record and
not specifically denied by IHFL.
22. We may point out that till October 2017, IHFL was not
represented in this Court. However, on 16.08.2017 and 31.08.2017 H
1032 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 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
B
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,
C 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.
D 23. FHL is a public company and being a listed company, it has to
disclose its shareholding patterns to the stock exchange. A chart
showing share holding pattern of FHHPL in FHL will show the
position of holdings at various stages:
S. No. Quarter Ending Total Shares Encumbered Unencumbered
shareholding of
E Shares FHHPL in FHL
1 September 2016 32,50,91,529 27,21,59,955 5,29,31,574
2 December 2016 32,50,91,529 25,22,63,248 7,28,28,281
3 28th Jan 2017 32,50,91,529 25,19,23,248 7,31,68,281
F
4 March 2017 27,02,41,529 23,18,01,440 3,84,40,089

5 June 2017 22,22,11,701 18,38,96,484 3,83,15,217
6 September 2017 17,80,26,597 17,53,94,820 26,31,777
7 December 2017 17,80,26,597 17,53,94,820 26,31,777
G
8 March 2018 34,20,451 6,89,084 27,31,367
9 June 2018 32,82,851 5,51,484 27,31,367
10 September 2018 11,53,091 5,51,484 6,01,607

11 December 2018 11,53,091 5,51,484 6,01,607
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1033
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

It is true that we have to decide whether there is any disobedience A
of the orders of this Court, but while doing so we will make
reference to the proceedings before the Delhi High Court and the
above chart to show how both sets of respondents have violated
the orders of the courts. As pointed above, on 19.06.2017 learned
counsel for OIL and RHC had made a statement before the Delhi
B
High Court that the status of unencumbered assets as disclosed
to the court would not be changed and the shareholding as
disclosed in terms of order dated 06.03.2017 shall not be affected.
When the petitioner felt that this order is not being complied with,
it filed contempt petition in the Delhi High Court. Within two days
another order was passed by the Delhi High Court on the basis of C
the undertaking given to it.
24. The above chart would show that in the quarter ending June
2017, the total shares held by FHHPL in FHL were 22,22,11,701
and the encumbered shares were 18,38,96,484. Only 3,83,15,217,
were unencumbered. D
25. This Court on 11.08.2017 directed that status quo with regard
to shareholding of FHHPL in FHL be maintained. On 31.08.2017
it was clarified that the order would apply to both encumbered
and unencumbered shares. On 14.08.2017, 30,59,260,
unencumbered shares were pledged in favour of IHFL. As far as E
this violation of the order dated 11.08.2017 is concerned, in view
of the order dated 31.08.2017, the same stands condoned. This
would further mean that the unencumbered shares should have
been reduced to 3,52,55,957.
26. However, the figures of September 2017 show a totally F
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 G
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
H
1034 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 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
B 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 and when the different
pledges were created. Reference has been made to loan
documents of 2016 and also to the pledge of 14.08.2017. According
to alleged contemnor nos. 1 to 8, FHL was maintaining a demat
C account with IVL. The case set up is that when the value of the
shares of IHFL fell in the market, to make the security equal to
the outstanding due to IHFL, further shares were transferred by
IVL to IHFL. It is urged that this was done in view of the
instructions given prior to 11.08.2017 by FHHPL to IVL and IHFL.
D These transfers were done on the basis of the delivery instructions
slips executed by IHFL as power of attorney holder of FHHPL.
Even if this be true, the alleged contemnors are guilty of violating
the orders of this Court. The order dated 11.08.2017 clearly debars
FHHPL from changing its shareholding in IHFL. Vide order dated
31.08.2017, it was clarified that the order dated 11.08.2017 would
E apply both to encumbered and unencumbered shares. It was only
on 15.02.2018 that the order was clarified that it would not apply
to shares encumbered prior to 11.08.2017 and 31.08.2017. A
reading of the 3 orders makes it clear that no unencumbered shares
could be charged after 31.08.2017 at least. Even if FHHPL had
F given power of attorney empowering IVL to transfer shares from
its demat account to top up the security value, that power of
attorney could not be used to violate the orders of this Court.
What FHHPL could not do, could obviously not be done by its
agent or attorney. The shares which were used to top up the
security after 31.08.2017 were obviously unencumbered shares
G prior to this date. The plea is clearly unacceptable and a lame
excuse for the wilful disobedience of the order directing
maintenance of status quo which, as modified, was to apply to
the unencumbered shares. The respondents were aware and
cannot claim ignorance of the purported agreements under which
they were required to top-up upon the securities, in case of fall of
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1035
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

market value of the shares. In other words, the interim order A
passed by this Court was to apply even if there was a fall in
market value of the securities held by the creditors.
29. To make this position clear, we may refer to the disclosures
made by FHL to BSE. The above chart shows that in the quarter
ending 30.06.2018, FHHPL held 32,82,851 shares in FHL out of B
which only 5,51,484 were encumbered, meaning that 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 C
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 D
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.
E
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. We are, therefore, clearly of the view that IHFL
and IVL and their officials i.e. contemnor nos.1 to 8 knowing fully F
well that this Court had passed an order directing status quo to be
maintained with regard to the holding of FHHPL in FHL, violated
the order. There can be no manner of doubt that IHFL and IVL
have violated these orders and, therefore, we find contemnor nos.1-
8 who are active directors of IHFL and IVL guilty of knowingly
G
and wilfully disobeying the orders of this Court and find them
guilty of committing Contempt of Court. We will hear them on the
question of sentence.”
7. This Court thereafter considered the role of contemnor Nos. 9
and 10, namely, Malvinder Mohan Singh (MMS) and Shivinder Mohan
Singh (SMS) respectively as follows: H
1036 SUPREME COURT REPORTS [2022] 11 S.C.R.

A “34. We have given detailed facts of the shareholding of FHHPL
in FHL during the period of quarter ending September 2016 to
December 2018 hereinabove. As far as these contemnors are
concerned, the first assurance given by them to the High Court of
Delhi was on 24.05.2016 when they assured the High Court of
Delhi that any dealings made by them would not affect the rights
B of the petitioners. As on 30.09.2016, FHHPL held 32,50,91,529
shares in FHL out of which 27,21,59,955 shares were encumbered
shares and 5,29,31,574 shares were unencumbered shares. For
various reasons, the total number of shares fell to 22,22,11,701 in
quarter ending June 2017 and the number of encumbered shares
C became 18,38,96,484 and the unencumbered shares dropped by
about 1.5 crore shares to 3,83,15,217. Even after giving an
assurance on 21.06.2017 to the High Court of Delhi, unencumbered
shares were encumbered or transferred as is apparent from the
above table.
35. The petitioner came to this Court when the order dated
D 11.08.2017 was passed and clarified by order dated 31.08.2017.
During this period also the total shareholding of FHHPL in FHL
fell from 22,22,11,701 to 17,80,26,597 by 4,41,85,104 shares. MMS
and SMS have not furnished any explanation as to how this
happened. The contemnors were the best persons to disclose how
E this happened. They have not done so. The only explanation we
have before us is about the pledge of 30,59,260 shares on
14.08.2017. It is difficult to ignore this huge drop in shareholding
but even if we were to ignore this, we do not understand how in
March 2018, the shareholding fell to 34,20,451 and finally in
December 2018 to 11,53,091. The undertaking given to the High
F 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
G 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
H both the applications are identical and has been quoted hereinabove.
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1037
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

36. These applications were filed on affidavit and it has held out A
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 the matter and disposed of the
B
contempt without taking any action.
37. Unfortunately, the actions of these contemnors clearly show
that these statements were made without the least intention of
complying with them. These contemnors had already prepared a
well thought out scheme of diluting their shareholdings directly or
indirectly in FHL to defeat the rights of the petitioner. C

38. The explanations provided are not worth consideration.
According to SMS he was not even taking part in the
administration of these companies and had gone into religious
service. This is belied from the fact that he has been attending
most of the meetings of the Board of Directors. The next defence D
taken by both the contemnors is that they lost control over the
companies because the encumbered shares were sold. As pointed
out above it is not only the encumbered shares but also the
unencumbered shares which have been transferred. In December
2017, the unencumbered shares of FHHPL in FHL were 26,31,777 E
and in December, 2018 there were only 6,01,607 unencumbered
shares. This shows beyond any manner of doubt that there has
been wilful violation of the orders of this Court. It is apparent that
the contemnors knowingly and willingly lost control of FHL.
39. A litigant should always be truthful and honest in court. One F
who seeks equity must not hide any relevant material. In the present
case, the petitioner has violated the undertakings given to the Delhi
High Court as also the orders of this Court. The Delhi High Court
will deal with the issue in so far as the undertakings made before
it are concerned. We have no doubt in our mind that contemnor
nos.9 and 10 have also wilfully and contumaciously disobeyed the G
orders of this Court. What has happened during the period when
this matter has been pending in this Court is that the shareholdings
of FHHPL, which is wholly owned by OIL and RHC which in
turn are controlled by SMS and MMS, have virtually vanished in
FHL. FHHPL owns no shares in FHL now. It may be true that H
1038 SUPREME COURT REPORTS [2022] 11 S.C.R.

A IHH Healthcare Bhd. (Malaysian Company) through its actually
owned subsidiary Northern TK Venture Pte Ltd. is now the
majority stake holder but that is due to allotment of preferential
shares. In addition to the preferential shares allotted to them, the
shares which were owned by MMS and SMS through their
holdings in FHHPL in FHL have vanished into thin air and the
B
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
C 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
D 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
E misusing the legal process contemnor nos.9 and 10 have
successfully avoided paying off the petitioner. In our view, action
for committing criminal contempt could have been taken against
contemnor nos. 9 and 10, but by taking a lenient view of the matter
we are only treating it as a civil contempt.
F 41. The order passed by this Court on 11.08.2017 with a
clarification on 31.08.2017, and modification made on 15.02.2018,
is not to be read in isolation but along with the solemn undertakings
and assurances given by the contemnors on as many as five
occasions before the Delhi High Court, the last one being as late
G as on 21.06.2017. These assurances were to the effect that even
if the Court permits sale of encumbered shares for payment of
debt, it would not have any impact on the (potential) creditors and
availability of the funds would only pare down the debt and increase
the value of the shares. Contrary to the aforesaid solemn
assurances and undertakings, which were repeatedly reiterated
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1039
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

to procure orders, the shareholding went into a downward spiral, A
as is apparent from the table in paragraph 23. There was a
significant decline in the total number of shares held by FHHPL,
both encumbered and unencumbered, which fell down from
27,21,59,955 and 5,29,31,574 in September 2016 to 5,51,484 and
6,01,607 in December 2018. The aforesaid fact with the impact
B
on valuation was never brought to the notice of the Court and
was concealed with the knowledge that these facts, if brought to
the notice, would have substantial bearing on the orders that would
be passed to protect the interest of the petitioner.
42. What is even more shocking and clearly contemptuous is the
manner in which, in a well thought off plan, the authorized capital C
of FHL was increased with the objective and purpose to transfer
controlling interest in the company. Consequently, the controlling
interest of MMS and SMS came down in FHL, as the company
changed hands. Controlling interest held by the majority
shareholders has considerable market value. Further, the amount D
brought in by a foreign shareholder, who now has the controlling
interest in FHL, has been transferred in a dubious and clandestine
manner without full facts being brought on record. This amount is
not available for payment and satisfaction of the Award. About
Rs.4,600 crores has been transferred in a very hurried and
clandestine manner to a trust registered in Singapore i.e. RHT E
Health Trust (RHT). Coincidentally, respondents no.9 and 10
themselves or through their holding 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 F
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 G
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 H
1040 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 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.
B
45. On 21.06.2017, a statement was made on behalf of contemnor
nos. 9 and 10 before the High Court of Delhi that in respect of
any transaction that these respondents may enter into, a sum of
Rs.2341.90 crores i.e. Rs.452.60 crores of OIL and Rs.1889.30
crores of RHC would always be made available and realizable
C from the assets of the company. We, therefore, direct that in case
each of the respondents deposits a sum of Rs.1170.95 crores i.e.
50% of Rs.2341.90 crores in this Court within eight weeks from
today then we may consider dealing with them in a lenient manner.
Violation of order dated 14.12.2018
D
46. It was also argued that contemnor nos.9 and 10 have also
violated the order dated 14.12.2018. Since this is not the subject
matter of the main contempt petition and no notice has been issued
to the concerned parties in this regard, we feel that this issue has
to be segregated from the rest of the contempt petitions because
E the main pleadings and replies are in respect of the alleged contempt
of orders dated 11.08.2017, 31.08.2017, 15.02.2018 and
23.02.2018.
47. However, we cannot let the matters stand as they are. On
14.12.2018, this Court had passed the following order:
F
“Issue notice. The personal presence of the alleged
respondentscontemnors is dispensed with for the present. Status
quo with regard to sale of the controlling stake in Fortis
Healthcare to Malaysian IHH Healthcare Berhad be
maintained.”
G
The order directs that the status quo with respect to the
sale of controlling stake in FHL to IHH Healthcare Bhd.
(Malaysian Company) should be maintained. We are now told
that this sale had already taken place. This matter needs to be
enquired into and we have to be certain when this sale actually
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1041
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

took place and when was the controlling stake in FHL transferred A
to the IHH Healthcare Bhd. (Malaysian Company). Furthermore,
on 09.01.2019, FHL moved an application in this Court and stated
that the transaction between the FHL and IHH Healthcare Bhd.
(Malaysian Company) had been completed on 13.11.2018 and
prayed that the order dated 14.12.2018 be modified insofar as it
B
pertains to sale of controlling stake in IHH Healthcare Bhd.
(Malaysian Company).
48. I.A. No.8948 of 2019 was filed by the petitioner on 15.01.2019
stating that FHL is proposing to transfer Rs.4,000/- crores
approximately, received by it [as a result of the transferring of C
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 D
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 E
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 F
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 violating the assurances given to the Court,
this Court directed in the Judgment as under:
“51. In view of the above discussion, we, dispose of this contempt G
petition in the following terms: -
(i) We find Sameer Gehlaut, Director of Indiabulls Housing
Finance Limited and Director of Indiabulls Ventures Limited
(Contemnor Nos.1 & 5), Gagan Banga, Director of Indiabulls
H
1042 SUPREME COURT REPORTS [2022] 11 S.C.R.

A Housing Finance Limited and Director of Indiabulls Ventures
Limited (Contemnor Nos.2 & 6), Ashwini Kumar Hooda,
Director of Indiabulls Housing Finance Limited (Contemnor
No.3), Sachin Chaudhary, Director of Indiabulls Housing
Finance Limited (Contemnor No.4), Divyesh Bharat Kumar
Shah, Director of Indiabulls Ventures Limited (Contemnor
B
No.7) and Pinank Jayant Shah, Director of Indiabulls Ventures
Limited (Contemnor No.8), who are active directors of IHFL
and IVL of knowingly and wilfully disobeying the orders of
this Court dated 11.08.2017, 31.08.2017 and 15.02.2018 as
continued on 23.02.2018 and find them guilty of committing
C contempt of this Court. We will hear them on the question of
sentence. We afford an opportunity to contemnor nos.1-8 to
purge themselves of the contempt by depositing the value of
12,25,000 shares as on 31.08.2017 in the Bombay Stock
Exchange within eight weeks from today. In case, the said
D respondents purge themselves of the contempt, we may take
a lenient view while imposing sentence.
(ii) Malvinder Mohan Singh, Director of Oscar Investments
Limited and Director of RHC Holding Private Limited
(Contemnor Nos.9 and 12) and Shivinder Mohan Singh, Director
E of Oscar Investments Limited and Director of RHC Holding
Private Limited (Contemnor Nos.10 and 13) have knowingly
and wilfully violated the orders of this Court dated 11.08.2017,
31.08.2017 and 15.02.2018 as continued on 23.02.2018.
Therefore, we hold both of them guilty of committing Contempt
of this Court. We give one chance to them to purge themselves
F of the contempt. We, direct that in case each of the contemnors
deposits a sum of Rs.1170.95 crores in this Court within eight
weeks from today then we may consider dealing with them in
a lenient manner, while imposing sentence.
(iii) In case any of the contemnors deposits the amount as
G directed hereinabove, this Court shall decide on the next date
as to how this amount is to be disbursed.
(iv) The Registry is directed to register a suo motu contempt
petition against RHC Holding Private Limited, Oscar
Investments Limited, Malvinder Mohan Singh, Shivinder Mohan
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1043
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

Singh and Fortis Healthcare Limited, for having wilfully violated A
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. B
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 C
by Contemnor Nos.1 to 8, it was held by this Court in its order dated
18.12.2019that 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 D
direction (iv) in paragraph 51 as quoted above, were then taken up for
hearing.
By order dated 11.2.2021, this Court issued notice to 17 Banks/
Financial institutions with whom certain financial transactions were
entered into by the Contemnors and companies under their control; and E
some of the shares were pledged to them, so that the version of said
Banks/ Financial institutions could be taken into account.
11. The Order dated 18.02.2021 passed by this Court noted the
submissions advanced on behalf of the Contemnors, Noticees and Daiichi,
whereafter certain directions were passed by this Court as under: - F

“7. Mr. Kailash Vasdev, learned Senior Advocate, appearing for
one of the contemnors had invited our attention to the affidavit
filed on behalf of Respondent No. 14 in compliance of order dated
14.05.2018 (Volume 55). The tabular chart given in paragraph 7
of said affidavit and assertions in paragraph 8 thereof were to the G
following effect:
“7. The details of the number of shares held by FHHL in FHL
are as follows:
H
1044 SUPREME COURT REPORTS [2022] 11 S.C.R.

A Date Encumbered Unencumbered Total Number
Shares Shares of shares
28.02.2017 26,81,66,020 3,84,25,509 30,65,91,529

(59.23%)
B 31.03.2017 23,18,01,440 3,84,40,089 27,02,41,529

31.07.2017 18,64,94,060 84,89,948 19,49,84,008

31.08.2017 17,53,94,820 26,31,777 17,80,26,597

31.01.2018 17,53,83,820 26,43,277 17,80,26,597
C
(pursuant to a
release of
11,500 pledged
shares)

28.02.2018 7,65,584 26,54,867 34,20,451
D
31.03.2018 6,89,084 27,31,367 34,20,451

16.05.2018 6,31,484 27,31,367 33,62,851
(0.65%)

E 8. Neither Respondent no.14 nor Respondent No.19 sold and/
or further encumbered any shares after 06.03.2017. However,
pursuant to the existing loan/pledge agreements, various banks
themselves exercised the right of pledge/top-up of the pledge
shares without any reference or any action from Respondent
F Nos.14 & 19 and/or FHHL, described in greater detail
hereinbelow. Further, the Hon’ble Supreme Court, vide its orders
dated 11.08.2017 and 31.08.2017 injuncted FHHL and all
financial institutions from selling/alienating encumbered as well
as unencumbered shares held by FHHL in FHL. This order
was modified by the Hon’ble Supreme Court on 15.0-2.2018,
G whereby the encumbered shares were permitted to be sold by
the respective lenders. 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
H after 15.02.2018. The unencumbered shares held by FHHL in
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1045
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

FHL are protected by the order dated 23.02.2018 passed by A
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).”
B
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
C
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 Advocates; D
and Mr. Jayant Mehta, Mr. Sanjay Gupta and Mr. Sharma, learned
Advocates, submitted inter alia that the issue was already gone
into by this Court and that there were no pleadings to which any
response could be filed by the concerned banks/financial
institutions.
E
11. In reply, Mr. Rakesh Dwivedi, learned Senior Advocate invited
our attention to the chart set out in paragraph 23 of the Order, to
submit that first three entries of the chart disclose that the total
number of shares remained constant at 32,50,91,529; and that
after the assurance was given on 23.01.2017 by the concerned F
respondents before the High Court of Delhi (marked as second
assurance in paragraph 5 of the Order), not only the total number
of shares started dwindling but the number of unencumbered
shares went down from 7,31,68,281 to 6,01,607, as stated in the
chart. Mr. Dwivedi, then, referred to the affidavit dated 08.02.2017
filed on behalf of all the respondents in the High Court of Delhi G
which held out that the value of unencumbered shares was more
than Rs.4,000/- crores and that the value of the unencumbered
security was sufficient in the event the award was to be enforced.
The relevant paragraphs of said affidavit were as under: -
H
1046 SUPREME COURT REPORTS [2022] 11 S.C.R.

A “2. That vide order dated 23.1.2017, this Hon’ble Court had
directed an affidavit to be filed by anyone of the Respondents
on behalf of all the Respondents in respect of the unencumbered
assets held by the Respondents in support of the assurance
given to the Court as recorded in the letter dated 24.5.2016.
B 3. Therefore, in furtherance of the Order dated 23.1.2017, I
am filing the present affidavit on behalf of Respondent No. 19
and all other Respondents.
4. All the Respondents had submitted their respective affidavits
disclosing their assets on 6.12.2016 to this Hon’ble Court. The
C aggregate book value of investments held by all the Respondents
(excluding investments inter se amongst the Respondents) as
per the said Affidavits is Rs.10,217.10 Crores out of which
investments to the tune of Rs.1,409.93 crores are encumbered
leaving the residual investments to the tune of Rs.8,807.18
Crore as unencumbered. Further, as on 31.12.2016, the book
D
value of investments held only by RHC Holding Private Limited
(Respondent No.19) as on 31.12.2016 is Rs.6,510.54 Crores
out of which investments to the tune of Rs.1,513.86 Crores
are encumbered leaving the residual investments to the tune
of Rs.4,996.68 Crores as unencumbered.
E
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
F 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
G 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
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1047
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

29,00,000 equity shares of SRL Limited held by Respondent A
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
encumbered and thus not included in the value of unencumbered
assets mentioned at paras (4) & (5) above. Obviously this will
B
have to be after obtaining the consents of the security holders.
The proceeds of such sale will have to be utilized to pare down
the debt – the net assets of the Respondents will thus remain
unchanged. The shares being sold [36,00,000] which are below
5% of the share capital of SRL will be sold to an external
investor. The further proposal under consideration is to merge C
SRL with another listed group company at a later point of time.
Even if this does take place, this will have no implications on
the next assets of the Respondents.
8. There are proposals to issue further capital in the
downstream companies [below Respondent No.19]. The net D
result of issue of shares will be accretion in the value of the
shares of the upstream company. The promoters would continue
to remain the single largest shareholders in the companies where
fresh capital is being issued to minority investors, and that will
create value going forward. The induction of a Private Equity
E
fund or some such investor – were it to take place – will
improve the finances of the downstream companies and thus
add to the fair value of the unencumbered and encumbered
shares.
9. The value of the unencumbered assets declared is sufficient
F
security for the Award in the event it is enforced. This fair
value of the unencumbered assets as mentioned in para (5)
does not include value of 5 crore equity shares of Fortis
Healthcare Limited held by the underlying subsidiary of the
Respondents which have been kept aside from the aforesaid
valuation for the sake of flexibility and debt repayments of G
various group entities.”
12. It was, therefore, submitted that it was not just a case of
creating encumbrance or pledge but, there were instances of sale
of shares and the purpose was definitely to reduce the extent of
H
1048 SUPREME COURT REPORTS [2022] 11 S.C.R.

A control of FHHPL. He further submitted that at the stage when
the applications for modification/clarification were preferred by
the banks and financial institutions, on the basis of which the order
dated 25.02.2018 was passed by this Court, none of the banks
had told this Court what the consequences of said order would
be; and that in a matter of a yearand-half, the shareholding of
B
FHHPL stood reduced to negligible level.
13. Mr. Arvind P. Datar, learned Senior 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;
C
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
D 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
E
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.
F
14. Both the learned Senior Counsel submitted that with various
orders passed by the High Court and this Court, the concerned
individuals and corporate entities could not sell the shares held by
FHHPL directly and, therefore, a device was employed and the
arrangement was so structured that the shares were proceeded
G against by the banks and financial institutions. It was submitted
that the banks/financial institutions had intervened in the matters
pending before this Court, that they were definitely aware of the
Award granted in favour of M/s. Daiichi Sankyo Company Limited;
and that the role of banks and financial institutions would, therefore,
require closer scrutiny.
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1049
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

15. In the premises, for the present, we direct all the noticee A
banks and financial institutions: -
“(a) to place on record the basic documents pertaining to loans
advanced or financial accommodations extended in respect
of which the shares of FHL were pledged with them;
B
(b) to place on record the nature of securities offered in
connection with such loan arrangements;
(c) to place on record the details of the encumbered and
unencumbered shares of FHL standing in the name of
FHHPL, held by them in September, 2016; C
(d) to place on record the details of encumbered and
unencumbered shares of FHL standing in the name of
FHHPL, held by them on 11.08.2017;
(e) to give details of shares of FHL standing in the name of
FHHPL, which were put by them under encumbrance after D
11.08.2017;
(f) to give details of shares of FHL standing in the name of
FHHPL, sold by banks/financial institutions from January,
2017;
E
(g) to disclose whether such encumbrance created after
11.08.2017 was in pursuance of any fresh arrangement or
agreement and, if so, the details of such agreement/
arrangement;
(h) to disclose whether under such agreement/arrangement any F
other security was given by the pledgors; and
(i) to give the value of the encumbered shares as they stood
in September, 2016, on 11.08.2017 and on subsequent
dates.”
12. The subsequent Order dated 15.4.2021 passed by this Court G
noted submissions advanced on behalf of Noticee No.4 and passed
directions as under:
“Mr. Sanjay Gupta, learned advocate appearing for M/s.
RBL Bank Ltd.- Noticee No.4 submits: -
H
1050 SUPREME COURT REPORTS [2022] 11 S.C.R.

A (a) As on 11.08.2017, 38.75 crores shares of Fortis 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 (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.
C
(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
D 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.
…”

E 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/ loans taken by the companies
directly or indirectly under the control of Contemnor Nos.9 and 10,
F shareholding of FHHPL in FHL was pledged as collateral security with
authorisation in favour of the Noticees to sell those shares in open market
to protect the interest of the Noticees if the value of the security was
getting reduced or diminished. Various transactions have been referred
to in the responses filed on behalf of the Noticees and relevant documents
G in support have been placed on record.
14. A comprehensive list of dates and events emerging from the
documents so placed on record by the Noticees is tabulated hereunder.
The abbreviations used in the list of dates are as under: -
• Axis Bank Limited (ABL)
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1051
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

• Ambit Finvest Private Limited (Ambit) A
• Credit Suisse Finance (India) Pvt. Ltd. (CSFIPL)
• Dion Global Solutions Ltd. (DION)
• ECL Finance Ltd. (ECL)
B
• Finserve Shared Services Limited (FSSPL)
• FHL (Fortis Healthcare Limited)
• FHHL (Fortis Healthcare Holding Limited)
• Fortis Healthcare Holding Private Limited (FHHPL) C
• Healthfore Technologies Ltd. (HTL)
• Indiabulls Housing Finance Limited (IHFL)
• Ligare Voyages Ltd. (LVL)
• Lakshmi Vilas Bank (LVB) D

• Oscar Investments Limited (OIL)
• RHC Holdings Private Limited (RHC)
• Religare Enterprises Limited (REL)
E
• Religare Aviation Limited/Ligare Aviation Ltd. (RAL/LAL)
• Religare Finvest Limited (RFL)
• Religare Capital Markets International (Mauritius) Limited
(RCMIML) F
• Religare Wellness Ltd./RWL Healthworld Ltd. (RWL)
• Rantakar Bank Limited (RBL)
• Yes Bank Limited (YBL)
The relevant dates regarding arbitral and execution proceedings G
as well as the undertakings given on behalf of the respondents are
highlighted in the list of dates for easy reference. The list of dates and
events is as under:

H
1052 SUPREME COURT REPORTS [2022] 11 S.C.R.

A D ate P articulars Pg .N o.
FH L Sh ares p led ged o n v ario us dates in fav ou r of A BL to secure
2 00 7-20 1 4 v ario u s credit facilities. V ol. 19 7, Pg .1
U p on cl osu re o f th es e facilities, pled ged s hares w ere rel eas ed.

L o an s exten ded b y Y BL to G ro up C om pan ies o w ned an d
co ntro lled by S ing h Brot hers sin ce 2 00 9.
2 00 9-20 1 3 3 .3 C ro res FH L Sh ares were p ledg ed in favo ur o f YB L in Jul y V ol. 20 0, Pg .2
B 2 01 0 to s ecure certain faci lities. Pled ged shares w ere releas ed
u po n clo sure of these facil ities.

O v erd raft F acility for Rs .50 Crores ex ecu ted betw een R H C an d
V ol. 1 67 ,
0 8.1 1.20 1 0 A B L, security bei ng “First Charge on t he en tire current assets of
Pg.1 37
th e co mp any , b oth present an d futu re”

C red it Facility fo r Rs.53 Cro res (Rs .45 Crores + R s.8 Cro res)
ex tend ed to R WL b y RB L u nd er th e s ecu ri ty of:

C A . “First p ari pas u ch arg e on all current as sets an d m ov able fix ed
as sets of the com pan y, bo th p resen t and fu ture”
2 7.0 7.20 1 2 V ol. 17 8, Pg .3 0
an d
B . “u nco nd itio nal an d irrev ocab le corpo rate g uarantee o f R H C
H o ldi ngs Priv ate L imited an d same to rem ai n ou tstand ing d urin g
cu rren cy of RBL Lo an”

I niti ation of A rbitra ti on P roceedings by Da iichi in S inga pore
1 2.1 1.20 1 2
bein g A rbitra tion C a se N o . 1 90 74 /C Y K
D
C red it Facility fo r R s.75 C ro res exten ded to RA L by RBL on
fo llow in g secu rity :
A . Su bs erv ient ch arg e o n all curre n t assets and mo vab le fix ed
as sets of the com pan y, bo th p resen t and fu ture
B . M ortg age of land & bu ildi ng lo cated at G urgao n ow n ed b y
2 9.1 1.20 1 2 V ol. 17 8, Pg .1 8
T o ru s B uild con Pv t. L td. p ro vid in g m ini mu m h ard as set co ver of
1 .40 X b ased on latest market valu e of t he land an d b uild ing
E C . Un con d ition al and irrev ocab le corpo rate gu aran tee of M /s
T o ru s Bu ildco n Pv t. L td. till th e en d of the ten or o f th e facility .

R s.10 0 Cro res L oan ex tend ed b y Y BL t o RA L agains t:

A . First Pari Pas su charge o n C urren t A ss ets and M ov eable Fix ed
F A s sets of the Bo rro w er (bo th presen t an d futu re).
0 3.0 8.20 1 3 B . Ex clus ive C harge o n con 1rnercial lan d (adm easurin g - 1 0.3 5
acre at Secto r 6 2, Go lf co urse exten sio n, G urgao n) ro ad ow n ed b y
0 6.0 8.20 1 3
R S In frastruct ure Pv t Ltd . en su rin g co ver o f 1 .33 x
C . U n con diti onal an d Irrev ocabl e C orpo rate G u aran tee of RS
Infrastructu re Private L imited to rem ain valid du rin g th e en tire V ol. 1 75 ,
ten or of the facilit y. Pg.5 43 , 5 92

G D . N on -D i spo sal U n dertakin g from L o w e In fra and W elln ess
Priv ate L imi ted fo r th ei r entire shareho ldin g in R S Infrastructu re
Priv ate L im ited.
E . D ebt Service R eserv e A ccou n t (D SRA ) equ ivalen t to th ree
m on ths int erest p aym ent s hall b e created up fro nt in th e fo rm of
li en marked Fi xed D ep osit w ith Y BL
R s.10 C ro res remain s ou tstan din g fro m thi s b orrow er as o n
2 3.0 3.20 21 .
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1053
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

R s.200 Crores Loan extend ed b y YBL t o HTL against: A
A. First Pari Pas su charge on C urrent Assets and Moveable Fixed
As sets of the Borrower (both present and future).

B . Exclusive C harge on con1rnercial land (adm easuring - 10.35
03.08.20 13 acre at Sector 62, Golf cours e extension, Gurgaon ) road in owned Vol. 175,Pg.
by RS Infrastructure Pvt Ltd. ensuring cover of 1.3 3x 556
06.08.20 13
C . Unconditi onal and Irrevocabl e C orporate Guarantee of RS
Infrastructu re Private Limited to rem ain valid during the entire B
ten or of the facilit y.

D. Non-Di sposal Undertaking from Lowe Infra and Wellness
Private Limi ted for th ei r entire shareholding in R S Infrastructure
Private Lim ited. Vol. 176,
E. Debt Service R eserve Account (DSRA) equivalent to three Pg.604
m onths int erest paym ent s hall be created upfront in the form of
li en marked Fi xed Deposit with YBL C
Facilit y closed on 16.10.2019 after recovery through sale of
securities.

Vol. 175,
R s.130 Crores Loan extended b y YBL t o DION.
06.03.20 14 Pg.503

12.03.20 14 R s.10 C rores remain s outstanding fro m thi s borrower as on Vol. 176, Pg.
23.03.2021. 618, 646
D
Facilit y Agreement for Term Loan of R s.235 C rores to FSSP L by
27.03.20 14 AB L Vol. 197, Pg.1
(Agreement not put on record)

1,80,00,000 FHL S hares pledged in favour of AB L to secure
28.03.20 14 Vol. 197, Pg.1
credit facility of Rs .235 Crores

1,55,00,000 FHL Shares pledged with YB L [w.r.t. DION
02.05.20 14 06.03.2014] Vol. 173, E
Pg.147
Pl edge over 50,000 F HL Shares releas ed on 29.07.2015.

St andby Letter o f C redit of Rs.130 Crores extended by YBL t o
10.06.20 14 LVL. Vol. 200, Pg.3
This facility was closed on 27.09.2016.

Facilit y Agreement for Term Loan of R s.100 Crores executed
F
between LAL and ABL ag ainst s ecurity of:
A. Exclusive charge on the aircraft Falcon 2 000 (Serial Num ber:
IOI)
B . Subservient charge on all current and mo vable fixed assets of
the company, both present & fu ture.
Vol. 168,
27.06.20 14 C . Pledge of (in compl iance wit h Sec 19 (2) of the Banking
Pg.230 G
R egul ation Act) equit y s hares of F HL and R EL aggregating t o
R s.32.50 C rores

D. Corporate Guarantee of R HC Holding Private Li mited
E. Unconditional and irrevocable joint and several Personal
Gu aran tees from Singh Brothers
F. Ass ignment of insurance of the aircraft in favour of lender
H
1054 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 30.06.2014
10,00,000 FHL shares pledged in favour of ABL t o secure credit Vol. 168,
facility of Rs.100 Crores Pg.252
R BL issued Modified Sanction Letter, requesting pledge of FHL
26.09.2014 Vol. 178, Pg.41
Shares.

St andby Letter of Credit for R s.220.5 C rores extended by YBL to
30.09.2014 LVL. Vol. 200, Pg.3
This facility was closed on 27.09.2016.
B
St andby Letter of Credit for USD 72.5 mn executed between
R CMIML and AB L.
Sep’2014 Vol. 197, Pg.2
75,00,000 FHL shares pledged in favour of AB L.

C redit Facility dat ed 27.07.2012 stood enhanced to Rs.63.75
C C rores [Rs.33.75 C rores + 8 Crores + 15 Crores + 7 Crores) by
R BL against following securities:
A. Fi rst pari passu charge on all current assets and movable fixed
assets including the security deposits of the company, both
08.10.2014 present and future. Vol. 178, Pg.43
B . Unconditional and irrevocable corporate guarantee of RHC,
and same to remain outstanding during currency of RBL Loan
D 52,04,000 FHL Shares pledged by F HHPL in favour of RBL
15.10.2014 Vol. 178, Pg.65
[w.r.t. 26.09.2014]
YBL sanctioned a loan amount of Rs.500 Crores to OIL.
20.02.2015 Vol. 200, Pg.4
This facility was closed on 23.02.2017

65,10,000 FHL Shares pledged in favour of YBL to secure
Vol. 173,
facilities extended to LAL (Rs.100 Crores) + HTL (R s.200
20.02.2015 Pg.184
E C rores) + LVL (Rs.220.5 Crores + Rs .130 Crores)
This facility was closed Vol. 200, Pg.4

25.02.2015 R elease of 40,000 FHL Shares by ABL [w.r.t. 28.03.2014] Vol. 197, Pg.2

15,72,000 FHL Shares pledged in favour of YBL to secure
facilities extended to LAL (Rs.100 Crores) + HTL (R s.200 Vol. 174,
05.06.2015 C rores) + LVL (Rs.220.5 Crores + Rs .130 Crores) Pg.221
F This facility was closed.

R elease of 33,50,000 FHL Shares by ABL [w.r.t. 28.03.2014] Vol. 197, Pg.3
29.07.2015 R elease of 15,04,000 FHL Shares by RBL [w.r.t. 29.11.2012] Vol. 201, Pg.3

R elease of 50,00,000 FHL Shares by YBL [w.r.t. 02.05.2014] Vol. 200, Pg.5

44,43,000 FHL Shares pledged in favour of YBL to secure
Vol. 174,
facilities extended to LAL (Rs.100 Crores) + HTL (R s.200
G 11.09.2015 C rores) + LVL (Rs.220.5 Crores + Rs .130 Crores)
Pg.206

This facility was closed. Vol. 200, Pg.5

2,15,00,000 FHL shares additionally pledged in favour of ABL in
28.09.2015 respect of S tandby Let ter of Credit for USD 72.5 million Vol. 197, Pg.3
executed between RCMIML and ABL.

29.09.2015 R elease of 75,00,000 FHL Shares by ABL [w.r.t. 28.03.2014] Vol. 197, Pg.3
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1055
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

30.09.2015
26,80,000 FHL Shares pledged with LVB against Rs.40 Crores
Vol. 202, Pg.2 A
Credit Facility

Vol. 200, Pg.5
Rs.250 Crores extended by YBL to FSSPL. This facility was
30.09.2015 Vol. 175,Pg.
closed on 16.10.2019 via sale of securities
578

Vol. 104,
07.10.2015 Brand License Agreement executed between RHC and FHL
Pg.292
B
14.10.2015 Release of 1,95,00,000 FHL Shares by ABL [w.r.t. 29.09.2015] Vol. 197, Pg.3
46,30,000 FHL Shares pledged in favour of YBL to secure
16.10.2015 Rs.250 Crores credit facility to FSSPL. These pledges were Vol. 200, Pg.6
released on 27.11.2015.

2,37,35,000 FHL Shares pledged in favour of YBL to secure Vol. 174, C
27.10.2015
Rs.250 Crores credit facility to FSSPL. Pg.267
30.09.2015 Facility by LVB continued for Sanction Letter dated
29.10.2015 Vol. 202, Pg.2
29.10.2015

Brand License Agreement executed between RHC and SRL Vol. 104,
10.11.2015
Limited Pg.352
D
27.11.2015 46,30,000 FHL Shares released by YBL [w.r.t. 16.10.2015] Vol. 200, Pg.6
38,28,000 FHL Shares pledged in favour of YBL to secure
Vol. 174,
facilities extended to LAL (Rs.100 Crores) + HTL (Rs.200
27.11.2015 Pg.211
Crores) + LVL (Rs.220.5 Crores + Rs.130 Crores)

This facility was closed. Vol. 200, Pg.7
Credit Facility dated 27.07.2012 modified by RBL to Rs. 52.50
E
12.01.2016 crores (Rs.22,50,00,000 + 15,00,00,000 + 8,00,00,000 + Vol. 178, Pg.56
7,00,00,000)

18.02.2016 Release of 11,00,000 FHL Shares by RBL [w.r.t. 29.11.2012] Vol. 201, Pg.3

Credit Facility [w.r.t. 27.07.2012] enhanced by RBL by Rs.40
crores against pledge of FHL shares to the extent of 1.40 X of
facility amount with following security:
F
A. First pari pasu charge on all current assets and movable fixed Vol. 178,Pg.59-
11.03.2016 assets of the company, both present and future 64
and
B. Pledge of shares of REL and FHL to the extent of 1.40 X of the
facility amount G
30.09.2015 Facility by LVB continued for Sanction Letter dated
11.03.2016 Vol. 202, Pg.2
29.10.2015

Credit Facility Agreement containing a top up mechanism
14.03.2016 between RHC and CSFIPL secured by pledge of 1,86,75,000 Vol. 171, Pg.25
FHL Shares
H
1056 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 3 5,4 7,50 0 F H L S h ar es ple d ged in f avou r o f Y B L to se cu re
fa cilitie s e xt en de d to L A L (R s .1 00 Cr or es) + H T L (R s.20 0
V ol. 1 74 ,
1 5.0 3.20 1 6 P g.2 16
C ro res ) + L V L ( Rs .2 20 .5 Cr or e s + R s .1 30 C rore s)
T h is facility w as clo se d . V ol. 20 0, P g .7

1 4,7 5,00 0 F H L Sh a res p ledg ed in fa v ou r of RB L [w .r .t.
V ol. 17 8, P g .7 5
1 1.0 3.20 16 ]
1 8.0 3.20 1 6
In to to , R B L he ld p le dg e ov er 4 0,75 ,00 0 F H L Share s as o n
V ol. 20 1, P g .4
1 8.0 3.20 16
B R s.30 0 C ro res lo a n e xten ded by Y B L to RH C. Th is f acility w a s
2 8.0 3.20 1 6 V ol. 20 0, P g .7
clo se d o n 1 7.03 .20 17
Pre 5 ,41 ,3 5,5 00 FH L Sh a res w ere a lre a d y encum be r ed in fav ou r of
V ol. 20 0, P g .1
3 0.0 3.20 1 6 Y B L p rio r to 30 .0 3.2 01 6.

V ol. 1 74 ,
A g reem ent to P ledg e 2,65 ,0 2 ,8 52 FH L s har es in f a vo ur o f Y BL P g.3 46 ,3 92
3 0.0 3.20 1 6
b y F H H PL
V ol. 20 0, P g .8
C Pre
1 ,36 ,5 0,0 00 F HL Sh a res sto od enc um bere d in fa v ou r o f A B L V ol. 19 7, P g .3
2 9.0 4.20 1 6

Pre V ol. 22 8, P g .4
8 ,06 ,3 8,3 52 F HL Sh a res w e re en cum be red in favo ur of YB L
2 9.0 4.20 1 6 V ol. 20 0, P g .8

2 9.0 4.20 1 6 A r bit ral A w a rd i n f a vo u r o f D a iich i V ol.5 ,6 , P g .8
S s .47 /49 A rb it ra t ion an d C o n c ilia tio n A c t, 19 96 p refer r ed
1 8.0 5.20 1 6 b efo re t h e D e lhi H igh C o ur t b y D aiich i b ei n g O M P (F EA ) V ol. 1, P g.24
D (C om m .) N o . 06 /2 01 6
C red it F ac ility A g re eme n t con ta ini ng a to p u p me ch anis m
V ol. 1 71 ,
2 0.0 5.20 1 6 b etw e en R H C and C S F IP L se cu red b y pl ed ge of 68 ,50,0 00 F HL
P g.1 17 ,2 32
S h ares

F irst U n d e rt ak ing be fo r e th e D elh i H ig h C o u rt by
2 4.0 5.20 1 6 V ol. 1, P g.78
R e sp on d en t s
3 0.0 6.20 1 6 S t an d by L ett er o f Cr e dit of R s.30 4.5 C ror e s e xten ded by Y B L to
V ol. 20 0, P g .9
E LVL.
V ol. 1 75 ,
R s.72 .5 Cr or es r emain s o u tstand ing as on 2 3.0 3.20 21 . P g.5 08
1 9.0 7.20 1 6 Y B L e xt en ded Cr ed it F acility o f R s.3 0 4.5 C ro res to L ig a re V ol. 1 76 ,
V o ya g es Ire lan d L td. f or refin an ce of loa n g r a nted b y I CI C I B an k P g.7 10 , 7 43
an d P u nja b N a tio nal Ba n k f or pu rch ase of 5 A ircr aft s V ol. 22 4, P g .8

P u t O pti on A gre ement ex e cuted be tw e en F H HP L a n d Y BL
V ol. 20 0 , Pg .9 ,
F 2 7.0 7.20 1 6 re cor d ing th a t pu rs uant to va riou s loan s to g ro up co mp a nies , Y BL
h ad a rig ht to ca ll u po n F H H PL to pa y an y am ou nt du e to Y BL
44

V ol. 20 0, P g .1 0
9 1,4 3,55 4 F H L S h ares w er e e ncu mb e r ed in fa v ou r o f YB L to
2 7.0 7.20 1 6 V ol. 1 75 ,
s e cu re P u t O ptio n
P g.4 24
C ro ss Co llat era l b y Y B L ov er 2 ,65 ,0 2,8 52 FH L S har es [w .r .t. V ol. 1 75 ,
2 8.0 7.20 1 6
3 0.0 3.20 16 ] to sec ure LV L [R s.30 4.5 C ro res ] F ac ility P g.4 01

G 2 2.0 8.20 1 6
S u bm iss ion b ef ore t he D elh i H igh C o u rt b y the R e sp o n d en ts
th a t th er e is n o ch an g e in o w n e rs h ip o f ass ets ( S ec o n d V ol. 1, P g.87
U n d er t a kin g)
C ro ss Co llat era l b y Y B L ov er 1 ,05 ,5 0,0 00 FH L Share s [w .r .t. V ol. 1 73 ,
2 6.0 8.20 1 6
0 2.0 5.20 14 ] to sec ure LV L [R s.30 4.5 C ro res ] F ac ility P g.1 60
C ro ss Co llat era l b y Y B L ov er 1 ,99 ,0 0,5 00 FH L Share s [w .r .t.
2 0.0 2.20 15 , 05 .06 .2 01 5, 1 1.0 9.20 15 , 27 .11 .2 01 5, 1 5.03 .20 16 ] to V ol. 1 74 ,
2 6.0 8.20 1 6
s e cu re LA L ( Rs .1 00 C ro res), L V L [R s.30 4.5 Cr or es] , L VL P g.2 40 , 2 52
(R s .1 30 C rores) , H T L ( Rs .2 00 Cr or es) Fa cili ty
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1057
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

30.08.2016
7,25,000 FHL Shares pledged in favour of LVB against
Vol. 202, Pg.2 A
26.10.2016 Facility
20,00,000 FHL shares additionally pledged in favour of ABL
Vol. 169,
30.09.2016 w.r.t. Standby Letter of Credit for USD 72.5 mn executed
Pg.424
between RCMIML and ABL.

60,00,000 FHL shares additionally pledged in favour of ABL
Vol. 169,
30.09.2016 w.r.t. Standby Letter of Credit for USD 72.5 mn executed
between RCMIML and ABL.
Pg.424 B
50,00,000 FHL shares additionally pledged in favour of ABL
Vol. 169,
30.09.2016 w.r.t. Standby Letter of Credit for USD 72.5 mn executed
Pg.424
between RCMIML and ABL
10,00,000 FHL shares additionally pledged in favour of ABL Vol. 169,
30.09.2016 w.r.t. Standby Letter of Credit for USD 72.5 mn executed
Pg.424 C
between RCMIML and ABL
2,00,000 FHL shares additionally pledged in favour of ABL w.r.t.
Vol. 169,
30.09.2016 Standby Letter of Credit for USD 72.5 mn executed between
Pg.424
RCMIML and ABL.

30.09.2016 Total 40,75,000 FHL Shares stood encumbered in favour of RBL Vol. 201, Pg.4
Vol. 197, Pg.4,
04.10.2016 Release of 20,00,000 FHL Shares by ABL [w.r.t. 29.09.2015]
44 D
OIL paid back Rs.161 Crores to YBL against loan sanctioned on
07.10.2016 Vol. 224, Pg.6
20.02.2015
38,95,000 FHL Shares pledged in favour of LVB against
31.10.2016 Vol. 202, Pg.2
26.10.2016 Facility

Affidavit of Assets preferred by Singh Brothers, OIL, RHC Vol. 54, E
02.12.2016
before the Delhi High Court Pg.31,39,46,51

LVB released 18,00,000 FHL Shares against reduction of Loan
09.12.2016 Vol. 202, Pg.3
Facility of 26.10.2016 from Rs.150 Crores to Rs.100 Crores
Total of 2,58,50,000 FHL Shares stood encumbered in favour of
15.12.2016 Vol. 228, Pg.4
YBL
Vol. 175, F
YBL sanctioned a loan amount of Rs.565 Crores to OIL
Pg.521
23.12.2016 Vol. 200, Pg.11
Rs.225 Crores released immediately.
Vol. 176,
Rs.430.4 Crores remain outstanding as of 23.03.2021.
Pg.754, 786
Loan cum Pledge Agreement executed between Ambit, RHC and
05.01.2017
FHHPL
Vol. 159, Pg.35 G
Cross Collateral [w.r.t. 27.10.2015] over 2,37,35,000 FHL Shares Vol. 174,
10.01.2017
to secure LVL [Rs.304.5 Crores] Facility by YBL Pg.307
Delhi High Court Order recording Respondent’s Submission
17.01.2017 that undertaking dated 24.05.2016 still holds (Third
Undertaking)
H
1058 SUPREME COURT REPORTS [2022] 11 S.C.R.

A Pre23.1.17,
ABL held pledges of 2,58,50,000 FHL Shares Vol.197, Pg.5
6.3.17
Undertaking furnished before the Delhi High Court by the
23.01.2017
Respondents (Fourth Undertaking)
Delhi High Court Order recording Respondents’ undertaking
08.02.2017 Vol. 1, Pg.143
(Fifth Undertaking)

B Vol. 174,
15.02.2017 Pledge over 58,31,000 FHL Shares recorded in favour of YBL
Pg.255
OIL paid back Rs.339 Crores to YBL against loan sanctioned on
23.02.2017 Vol. 224, Pg.6
20.02.2015
Affidavit filed by Daiichi Sankyo annexing a list of all
outstanding charges of all Respondent Companies in the Vol. 1, Pg.211-
28.02.2017
Enforcement Petition till 27.02.2017 per filings with Ministry of 2281
C Corporate Affairs
Sixth Undertaking furnished before the Delhi High Court by
06.03.2017
the Respondents
Amendment to 27.07.2016 Put Option Agreement between
09.03.2017 FHHPL & YBL, recording that Put Option Right would now also Vol. 200, Pg.63
cover an additional facility of OIL (Rs.565 crores)
Top up Pledge over additional shares of REL created in favour of
D 09.03.2017
Ambit due to margin shortfall
Vol. 159, Pg.96

Cross Collateral by YBL [w.r.t. 02.05.2014] over 1,05,50,000
FHL Shares to secure Put Option w.r.t. RHC (Rs.300 Crores), Vol. 176,177
09.03.2017 LAL (Rs.100 Crores), HTL (Rs.200 Crores), LVL (Rs.304.5
Pg.797, 811
Crores), Dion (Rs.130 Crores), OIL (565 Crores), FSSPL (Rs.250
Crores)
Cross Collateral by YBL [w.r.t. 20.02.2015, 05.06.2015,
E 11.09.2015, 27.11.2015, 15.03.2016, 30.03.2016] over
2,57,31,500 FHL Shares to secure Put Option w.r.t. RHC (Rs.300 Vol. 177,
09.03.2017
Crores), LAL (Rs.100 Crores), HTL (Rs.200 Crores), LVL Pg.815,828
(Rs.304.5 Crores), Dion (Rs.130 Crores), OIL (565 Crores),
FSSPL (Rs.250 Crores)
Cross Collateral by YBL [w.r.t. 27.10.2015] over 2,37,35,000
FHL Shares to secure Put Option w.r.t. RHC (Rs.300 Crores), Vol. 177,
F 09.03.2017 LAL (Rs.100 Crores), HTL (Rs.200 Crores), LVL (Rs.304.5
Pg.832
Crores), Dion (Rs.130 Crores), OIL (565 Crores), FSSPL (Rs.250
Crores)
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
Vol. 175,
09.03.2017 Crores), LAL (Rs.100 Crores), HTL (Rs.200 Crores), LVL
Pg.463
(Rs.304.5 Crores), Dion (Rs.130 Crores), OIL (565 Crores),
FSSPL (Rs.250 Crores)
G
15.03.2017 14.03.2016 Credit Facility between CSFIPL and RHC Holdings Vol. 203, Pg.2
Ltd. closed. CFSIPL released all pledges over shares of FHL.
20.05.2016 Credit Facility between CSFIPL and RHC Holdings
22.03.2017 Vol. 203, Pg.2
Ltd. closed. CFSIPL released all pledges over shares of FHL.
YBL released Rs.340 Crores to Oscar against loan sanctioned on
March’17 Vol. 224, Pg.6
23.12.2016
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1059
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

Loan of Rs.150 Crores sanctioned by YBL to LAL. Vol. 200, Pg.14 A
03.05.2017 Vol. 175,
Rs.10 Crores remains outstanding as of 23.02.2021.
Pg.530

Standby Letter of Credit for Rs.100 crores executed between
Vol. 170,
19.05.2017 DION and ABL. 42,33,333 FHL shares pledged in favour of
Pg.649
ABL.
Short Term Loan Facility for Rs.140 crores executed between Vol. 170,
19.05.2017 DION and ABL. 64,16,667 FHL shares pledged in favour of
Pg.672
B
ABL.
3,50,000 FHL shares additionally pledged in favour of ABL i n
Vol. 170,
19.05.2017 relation t o Standby Letter of Credit for Rs.100 crores executed
Pg.649
between DION and ABL.
Letter of Intent issued by IHH Healthcare Berhad to FHL and
24.05.2017 Vol. 86, P g.32
connected entities in furtherance of a proposal for acquisi tion
Top up Pledge over additional shares of FHL created in favour of
C
02.06.2017 Vol. 159, Pg.95
Ambit due to margin shortfall
Vol. 197, Pg.84-
07.06.2017 Release of 1,06,50,000 FHL Shares by ABL [w.r.t. 28.03.2014]
92
Pledge Agreement in res pect of 22,00,000 FHL Shares already
07.06.2017 encumbered in favour of RBL w.r.t. 29.11.2012 to al so secure Vol. 178, Pg.92
credit facility w.r.t. 27.07.2012
D
Pledge Agreement t o create a C ross Collateral over 1,42,00,000 Vol. 168,
15.06.2017 FHL Shares already pledged [w.r.t. 30.09.2016] to secure Ligare
Pg.294
Facilit ies
Pledge Agreement t o create a C ross Collateral over 1,42,00,000
Vol. 170,
15.06.2017 FHL Shares already pledged [w.r.t. 19.05.2017] to secure DION
Pg.695
Facilit y
Pledge Agreement t o create a C ross Collateral over 1,42,00,000
15.06.2017 FHL Shares already pledged [w.r.t. 19.05.2017] to secure DION
Vol. 170, E
Pg.718
Facilit y
Seventh Undertaking b efore the Delhi High Court by the
19.06.2017
Resp ondents
Eighth Undertaking before the Delhi High Court b y the
21.06.2017
Resp ondents [Order under challen ge in the present SLP]

20 -23.6.17
Release of 60,00,000 FHL Shares by ABL [w.r.t. 30.09.2016]
Vol. 197, Pg.7,8
F
Release of 18,25,000 FHL Shares by ABL [w.r.t. 30.09.2016]

22.06.2017 SLP (C) 20417/2017 preferred before th e Supreme Court Vol. 1
against 21.06.2017 Delhi Hi gh Court Order
Post
ABL continued to hold pl edge over 1,83,75,000 F HL Shares Vol. 197, Pg.9
23.06.2017
11.07.2017 LVB released 1,00,000 FHL Shares on payment of Rs.1.6 Crores Vol. 202, Pg.3 G
17.07.2017 Ambit issued a Loan Recall Notice to RHC and called upon R HC Vol. 159, Pg.97
to repay entire loan amount with i nterest
17.07.2017 RBL i ssued a Loan Recall Notice w.r.t. 29.11.2012 Facility Vol. 201, Pg.7
Pledge Agreement to create a Cross Collateral over 45,83,333
Vol. 167,
18.07.2017 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure
Pg.155
RHC Holding Facility
H
1060 SUPREME COURT REPORTS [2022] 11 S.C.R.

A Pledge Agreement to create a Cross Collateral over 64,16,667
Vol. 167,
18.07.2017 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure
Pg.180
RHC Holding Facility

Pledge Agreement to create a Cross Collateral over 10,00,000
Vol. 168,
18.07.2017 FHL Shares already pledged [w.r.t. 30.06.2014& 28.07.2016
Pg.204
ABL] to secure RHC Holding Facility

Pledge Agreement to create a Cross Collateral over 45,83,833
B Vol. 168,
18.07.2017 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure
Pg.319
Ligare Facility

Pledge Agreement to create a Cross Collateral over 64,16,667
Vol. 168,
18.07.2017 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure
Pg.344
Ligare Facility

Pledge Agreement to create a Cross Collateral over 10,00,000
C 18.07.2017 FHL Shares already pledged [w.r.t. 30.06.2014& 28.07.2016
Vol. 169,
Pg.446
ABL] to secure 30.09.2016 Facility
Pledge Agreement to create a Cross Collateral over 45,83,333
18.07.2017 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure Vol. 169,
Pg.470
30.09.2016 Facility

Pledge Agreement to create a Cross Collateral over 64,16,667
Vol. 169,
D 18.07.2017 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure
Pg.493
30.09.2016 Facility

Pledge Agreement to create a Cross Collateral over 64,16,667
Vol. 170,
18.07.2017 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure
Pg.764
another 19.05.2017 ABL Facility

Pledge Agreement to create a Cross Collateral over 45,83,333
Vol. 170,
E 18.07.2017 FHL Shares already pledged [w.r.t. 19.05.2017 ABL] to secure
Pg.741
another 19.05.2017 Facility

18.07.2017 LVB sold 5,00,000 FHL shares and realised Rs.7,44,96,752 Vol. 202, Pg.4

Cross Collateral over 1,05,50,000 FHL Shares [w.r.t. 02.05.2014] Vol. 173,
18.07.2017
to secure LAL Facility by YBL (Rs.150 Crores) Pg.176

Cross Collateral over 2,57,31,500 FHL Shares [w.r.t. 20.02.2015,
F 18.07.2017 05.06.2015, 11.09.2015, 27.11.2015, 15.03.2016, 30.03.2016] to Vol. 174,
Pg.260
secure LAL Facility by YBL (Rs.150 Crores)

Cross Collateral over 2,65,02,852 FHL Shares [w.r.t. 30.03.2016] Vol. 406,
18.07.2017
to secure LAL Facility by YBL (Rs.150 Crores) Pg.175

18.07.2017 Pledge invoked against 5,00,000 FHL Shares by LVB Vol. 202, Pg.4
Pledge invoked against 2,80,000 + 7,25,000 + 38,95,000 FHL
G 19.07.2017
Shares by LVB
Vol. 202, Pg.4

19.07.2017 LVB sold 11,00,000 FHL shares and realised Rs.16,61,19,096 Vol. 202, Pg.4

19.07.2017 LVB sold 10,00,000 FHL shares and realised Rs.15,20,65,630 Vol. 202, Pg.4

19.07.2017 LVB sold 5,50,000 FHL shares and realised Rs.8,29,46,812 Vol. 202, Pg.4

19.07.2017 LVB sold 10,00,000 FHL shares and realised Rs.15,06,83,015 Vol. 202, Pg.4
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1061
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

21.07.2017 RHC repaid Ambit’s entire outstanding Vol. 231, Pg.2 A
Pl edge over 2,98,15,406 FHL Shares recorded in favour of YBL
21.07.2017 Vol. 200, Pg.15
[w.r.t. 30.03.2016, 27.07.2016]

24.07.2017 Ambit released the pledge over shares of FHL and REL Vol. 231, Pg.2
RBL released 2,00,000 FHL Shares [w.r.t. 29.11.2012]
08.08.2017 Total no. of encumbered shares of FHL with RBL st ood at Vol. 201, Pg.7
38,75,000 B
10.08.2017 RBL received Rs. 3.20 Crores [w.r.t. 29.11.2012] Vol. 201, Pg.8
Order by th is Court directing St atus Quo w.r.t. shareholdi ng
11.08.2017
of FHHPL in FHL

Total FHL shares that stood encumbered in favour of ABL were
11.08.2017 Vol. 228, Pg.4
1,83,75,000
C
Vol. 201, Pg.8
14.08.2017 Loan Recall Notice issued by RBL w.r.t. 27.07.2012 Facility
Vol. 23, P g.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
D
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

Vol. 1, LOD
14.08.2017 Pl edge created by Indiabulls fil ed by Kunal
Chhaterji Pg.20
E
Order by this Court recording that 11.08.2017 Order
31.08.2017 operative w.r.t. encumbered and unencumbered shares of
FHL held by FHHPL

Vol. 1, LOD
Si ngh Brothers tendered their resignation from the Fortis and
08.02.2018 fil ed by Kunal
Religare Board of Direct ors
Chhaterji Pg.23
F
Master Purchase Agreement executed in Singapore for Vol. 1, LOD
12.02.2018 acquisition of RHT Assets for Rs.4650 Crores. It was endorsed fil ed by Kunal
by Gurpreet Singh Dhillon on behalf of RHT. Chhaterji Pg.24

Si ngh Brothers resigned from the Board of Reli gare Enterprises
14.02.2018 Vol. 67, P g.33
Limited
This Court modi fied its Order and allowed t he banks to enforce
15.02.2018
their pledges created prior to 11.08.2017 G
16.02.2018 YBL invoked its pledge over 8,97,81,906 FHL Shares Vol. 200, Pg.16

20.02.2018 ABL invoked its pledge over 1,83,75,000 Shares Vol. 197, Pg.10

20.02.2018 RBL sold 33,75,000 Shares and realised Rs.47,04,11,504 Vol. 201, Pg.11

01.03.2018 Vol. 101,
Pl edge over 16,500 FHL shares released by Ambit
Pg.159
H
1062 SUPREME COURT REPORTS [2022] 11 S.C.R.

A Invocation of pledges held by various banks caused fall in
Vol. 1, LOD
March’ 18 filed by Kunal
shareholding of FHHPL in FHL from 71.7% to 0.66%
Chhaterji Pg.28

RBL sold 80,000 Shares and realised Rs.1,14,54,502
24.05.2018 Vol. 201, Pg.11
RBL left with 4,20,000 Shares
Board of Directors of Religare entities were reconstituted and
B Jun-Sep’18 initiated insolvency proceedings against 23 entities which owed Vol. 227, Pg.28
Rs.2,300 crores

Vol. 1, LOD
13.07.2018 Share Subscription Agreement executed between FHL and IHH filed by Kunal
Chhaterji Pg.36

RHC Holdings’ Affidavit informing this Court about violation of
24.09.2018 11.08.2017 SCI Order by IHFL having pledged 12,25,000 shares Vol. 38
C of FHL

06.10.2018 Daiichi filed Contempt Petition before this Court Vol. 39, Pg.5
Daiichi granted permission to file formal intervention Application Vol. 119 @
29.10.2018
for Intervention in NCLT Pg.97
07.12.2018 Daiichi preferred Application for Intervention before NCLT Vol. 75 @ Pg.10

D REL preferred Complaint u/Ss. 210, 212 and 447 of Companies
17.12.2018 Vol. 67 @ Pg.62
Act 2013 against Singh Brothers and known associates
RFL preferred Complaint against Singh Brothers and their
18.12.2018 associates before Economic Offences Wing, Delhi Police – FIR Vol.67 @ Pg.98
50/2019
SEBI passed an order consequent to an independent investigation
which found large scale diversion of funds from the REL and its
E subsidiaries at the behest of promoters. Vol.67 @
14.03.2019
Pg.145
REL and RFL directed to recall the loans and take recovery steps
for entities belonging to promoter group

Complaint preferred by REL against erstwhile promoters and
Vol. 227 @
22.03.2019 their entities including Oscar Investments Limited with EOW,
Pg.29
Delhi Police for misappropriation to the tune of Rs.525 crores

Vol. 119 @
F 27.03.2019 NCLT reserved order in the Daiichi matter
Pg.106

I.A. 58004/2019 mentioned before SCI and interim stay was
05.04.2019 Vol. 67 @ Pg.28
granted against NCLT proceedings in favour of Daiichi
Application for vacation of interim stay dated 05.04.2019
10.04.2019 Vol. 67
preferred by Religare
RFL preferred complaint against OSPL Infradeal Ltd, the Singh
G Vol. 227 @
08.08.2019 Brothers and RHC Holding for misappropriation to the tune of
Pg.29
Rs.250 crores – FIR 64/2020
Vide separate order, SEBI confirmed directions issued by it on Vol. 75 @
11.09.2019
14.03.2019 Pg.231
RFL preferred Complaint against ZEE Group Companies, Singh
Vol. 227 @
21.09.2019 Brothers and RHC Holdings for causing wrongful loss of Rs.150
Pg.29
crores – FIR 82/2020
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1063
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

23.09.2019
FIR 189/2019 registered based on Complaint filed by RFL on Vol. 227 @ A
15.05.2019 Pg.30
This Court held Singh Brothers and officials of IFHL guilty
15.11.2019 Vol. 226, Pg.4
of contempt
Vol. 120 @
06.01.2020 Chargesheet in FIR 50/2019 filed by EOW
Pg.131

03.02.2020 This Court granted time to Singh Brothers to come up with
Vol. 226, Pg.5 B
proposal to purge contempt

23.03.2020 Vol. 121 @
Chargesheet in FIR 189/2019 filed by EOW
Pg.269

15.10.2020 Delhi High Court judgement
SEBI passed order directing initiation of adjudication proceedings
12.11.2020 Vol. 211 @ Pg.9
against 10 entities for diversification of funds C
Notice Issued to Lenders – Banks and Financial Institutions by
11.02.2021
this Court
18.02.2021 Questions posed to Lenders by this Court [18.02.2021 Order]

15. The submissions advanced on behalf of the concerned
Contemnors, Respondents,Noticees and other parties, with salient points D
are 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 E
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
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 G

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. H
1064 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 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)
B • 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 of this
Respondent before NCLT
C • Respondent, being a financial creditor of the debtor
entities, its financial debts rank higher in the waterfall
mechanism upon liquidation, as compared to
Petitioner’s.
• Religare didn’t participate in fraud and was not a
beneficiary
D
M. Volume 218, 225, 226: Submissions on behalf of Shivender
Mohan Singh & Malvinder Mohan Singh (Contemnor No.
9,10,12,13)
N. Volume 222: The Petitioner’s proposal for purging of
contempt by the Respondents
E
• 8 Properties being Land Areas and 1 Property being
a Building
• 3 Brands/Trademarks being Religare, SRL and Fortis
• Cash in Bank available with Ligare Voyages
(Ireland) Limited
F
• Cancellation of Pledges created or top up rights
exercised after 24.05.2016
• Withdrawal of Amount deposited by Indiabulls on
18.11.2019
G • Recovery from FHL based on assurances made by
Singh Brothers before the Delhi High Court
O. Volume 223: Petitioner’s Submissions regarding role of
Shivender Mohan Singh
• In every aspect, the Singh Brothers were together
H till Delhi High Court pronounced 31.01.2018
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1065
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

Judgement and Singapore High Court pronounced A
judgement dated 21.12.2018
P. Volume 224: Submissions by Yes Bank Limited (Noticee
No.1)
• YBL is a secured creditor
B
• A clean chit has been given to YBL insofar as Subject
Encumbrances are concerned
• YBL, vide submissions in Volumes 173 – 177, 199,
clarified that it had created no encumbrances over
FHL Shares post 11.08.2017, and subject C
encumbrances were invoked only pursuant to
15.02.2018 Order by SCI
• YBL was not a party before the Delhi High Court
when the assurances were given by the Judgement
Debtors D
• YBL is not a judgement debtor qua the Petitioner
• YBL has several recovery proceedings pending
against the JDs
• FHHPL, under various pledge agreements with YBL,
gave a representation that there was no litigation E
pending qua the FHL Shares.
• No personal guarantee obtained from SMS
• Cross Collateralization is not creation of fresh
encumbrances F
Q. Volume 228: Axis Bank Limited
• A clean chit had been given to ABL
• Vol.197 Filed
• No Top Ups created by ABL G
• Cross Collateralization Agreements only in relation
to Pledges that were already encumbered and as per
standard industry lending practices
• ABL invoked all pledges after 15.02.2018 Order
H
1066 SUPREME COURT REPORTS [2022] 11 S.C.R.

A R. Volume 162/229: Submissions by Lakshmi Vilas Bank
(Noticee No.17):
• No notice of proceedings
• Bonafide Transactions(s) with Ranchem
B • 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
C
2. Contempt Petition (C) 2120/2018
3. SMC (C) 4/2019
• Banks and Financial Institutions categorized into three:
D 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
E 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
F
• 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
G 16. We heard Mr. Mukul Rohatgi, Mr. Rakesh Dwivedi, Mr. Arvind
P. Datar and Mr. Joydeep Gupta, learned Senior Advocates on behalf of
Daiichi while Contemnors Nos.9 and 10 were represented by Mr. Kailash
Vasdev and Ms. Meenakshi Arora, learned Senior Advocates. On behalf
of YES Bank Ltd. (YBL), Axis Bank Ltd. (ABL) and Indiabulls Housing
H Finance Limited (IHFL) submissions were advanced by Mr. Shyam
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1067
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

Divan, learned Senior Advocate while rest of the Noticees were A
represented by the other learned Counsel.
17. The basic submissions made on behalf of Daiichi were:
(A) The respondents having suffered a Foreign Award, devised
a well-planned scheme to dilute the share-holdings held by
companies controlled by said Contemnors Nos.9 and 10; B
and thus, attempted to frustrate the execution of said award.
(B) Various transactions referred to in the documents submitted
before the Court clearly show that multiple forms of Security
including charge on immovable properties, personal
undertakings and other securities were available to the banks C
and financial institutions. However, what was proceeded
against were the shares held by FHHPL in FHL.
(C) The manner in which the controlling interest in FHL, which
company in turn controlled all the physical assets, was
diluted, was doubtful and questionable. Similarly, the D
acquisition of the controlling interest by IHH/NTK would
show that the very same assets are now being controlled
by RHT which was nothing but a trust established by
Contemnor Nos. 9 and 10.
(D) These transactions were not bona fide and in order to E
unravel the truth, this Court may consider appointing Forensic
Auditor(s).
18. In the written submissions filed by Daiichi, the roles of the
Judgment Debtors as well as of various entities were specifically dealt
with as under: F
“A. Judgment Debtors:
I. The Petitioner filed SLP [Vol 1and2] on 22 June 2017 [SLP Vol
I and 2]. Mr. Rakesh Dwivedi, Senior Advocate, made submissions
on behalf of the Petitioner [SLP Vol 221, 223], inter alia, against
arguments made by counsel for MMS and SMS (Mr. Kailash G
Vasdev and Ms. Meenakshi Arora, respectively). Petitioner has
also specifically responded to this Hon’ble Court’s query regarding
the pleadings against Judgment Debtors in the Contempt Petition
[SLP Vol 217] on the basis of which the Contempt Judgment was
passed, against them. H
1068 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 2. The Judgment Debtors were given 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).
B
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
C 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
D
number of unencumbered shares were available to satisfy and
realize the Award. The Respondents never informed the courts
of the existence of “pre-signed slips” which could be used by the
banks and financial institutions on account of Respondents’ poor
economic condition and inability to service the debt or the
E “manufactured defaults”. The Respondents submitted before the
DHC that “ ...[On a Group basis, the market fair value of assets
pledged is more than sufficient to meet the liabilities. Were it not
to be so, the lenders would have asked for topping of the securities”
[SLP Vol. 149/Page 18-25].
F 3. Mr. Dwivedi made rebuttal submissions against the Judgment
Debtors [SLP Vol 221/Page 1-9, 17-23]. His submissions were (i)
Judgment Debtors made active misrepresentations regarding
unencumbered shares/ existence of top-up clauses to the Petitioner,
DHC and this Hon’ble Court; (ii) the value of assets of RHC and
Oscar in the form of FHHPL shares derived their value solely
G from the value of the shares of FHL owned by FHHPL; (iii) there
was no fall in the share price of FHL shares due to any steps
taken by Daiichi to enforce the Award; and (iv) Judgment Debtors
did not take steps in the commercial interest ofFHL. In respect of
I.A. No. 43119 of2020 filed by MMS in the SLP, the Petitioner
H filed its reply [SLP Vol 110/Page 1-11], inter alia, agreeing with
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1069
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

the proposal for a forensic audit of all entities in Table “A” and A
Table “B” [SLP Vol 222/Page 2]. Furthermore, the Petitioner also
agreed to MMS’s request for the sale of land parcels, brand/
trademarks and operating companies, and the monies so realized
to be deposited with this Hon’ble Court in the Petitioner’s favour.
4. In response to this Hon’ble Court’s query regarding the proposal B
for purging of contempt, the Petitioner has proposed certain reliefs
against the Judgment Debtors: ([SLP Vol 222/Page 2-4]
B. Banks and Financial Institutions
5. The Petitioner, pursuant to the Contempt Judgment, in its
response to reply filed by FHL in the SMC [SMC Vol 26/Page C
27- 37], apprised this Hon’ble Court of the creation of pledges
and the exercise of top-ups by banks and financial institutions in
collusion with MMS, SMS, other Judgment Debtors, IHH
Healthcare Berhad and FHL, which ultimately led to the dilution
of the controlling shareholding of OIL and RHC (through FHHPL) D
in FHL.
6. Thereafter, Mr. Arvind P. Datar, Senior Advocate, on behalf of
the Petitioner, by way of 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 E
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. F
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/ G
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 systemic dilution of
H
1070 SUPREME COURT REPORTS [2022] 11 S.C.R.

A controlling stake of FHHPL in FHL [SLP Vol 138/Page 7/
Paragraph/9-11,15].
8. In view of the above submissions, this Hon’ble Court, by order
dated 18 February 2021, directed various banks and financial
institutions to file affidavits responding to certain queries by this
B Hon’ble Court. In purported compliance with the order dated 18
February 2021, some of the banks and financial institutions have
filed their affidavits. The Petitioner has filed additional submissions
dated 23 March 2021 [SLP Vol 187] informing this Hon’ble Court
of the contemptuous acts of the banks and financial institutions in
collusion with the Judgment Debtors. The Petitioner informed this
C Hon’ble Court that, until May 2017, there could not have been
any occasion for a top up by banks or financial institutions as the
share price of FHL shares had remained more or less stable and
the share price had not been impacted. It was submitted that the
banks and financial institutions had actively misled this Hon’ble
D Court along with the Judgment Debtors to obtain orders dated 15
February 2018 (modification of ordersdated 11 August 2017 and
31 August 2017 in SLP) from this Hon’ble Court by submitting
that “any change in the status of encumbered assets of the said
downstream companies or any change in the shareholding of
Respondent No. 1 and 8 herein in the downstream companies in
E order to reduce liabilities, will not have any negative impact, either
on the value of assets or the no. of unencumbered shares” [SLP
Vol. 187/Page 4/Paragraph 4]. It was thus submitted by the
Petitioner that the banks and financial institutions were fully aware
of the court orders and the assurances given to the DHC by the
F Judgment Debtors and are, therefore, guilty of a deliberate and
wilful violation of the orders of the DHC.
9. Following detailed oral submissions by Senior Counsel on behalf
of the banks and financial institutions - Mr. Shyam Divan (Yes,
Axis and IHFL), Mr. Gopal Jain (L VB, Julius Baer and First
G Gulf), Mr. Pinaki Mishra (Credit Suisse), Mr. Ramji Srinivasan
(Ambit Finvest) and Mr. Amit Sibal (ECL Finance), the Petitioner
filed its rebuttal/rejoinder submissions on 12 May 2021 [SLP Vol.
221/11/10-16, 24-103]. Mr. Dwivedi also made extensive oral
submissions rebutting the submissions made by the banks and
financial institutions. For the convenience of this Hon’ble Court,
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1071
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

Mr Dwivedi categorized the banks and financial institutions into A
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]; B
(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 C
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 D
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
E
submitted that at the time of issuance of the Award, the Singh
Brothers, through their group companies, RHC and OIL, enjoyed
a controlling shareholding (71.7%) in FHL, a listed company which
owns and controls various hospitals across India [SLP Vol 133].
The ownership of FHL at the relevant times is described in a
chart filed by the Petitioner [Annexure W- 1/SLP Vol 133/Page F
10] [Also, SMC Vol 26/Page 20]. The Petitioner, at all times, has
submitted that the value of shares of RHC and Oscar in FHHPL
was derived solely from FHHPL’s controlling stake in FHL [SLP
Vol 221/Page 2].
12. On 06 December 2018, the Petitioner filed I.A. No. 176128 G
of 2018 in SLP (SLP Vol 40) seeking leave to file additional
documents in the Contempt Petition. These documents disclosed
the shareholding pattern ofFHL for the quarter ending June 2017
to the quarter ending September 2018 in order to highlight the
diminution of shareholding held in FHL through FHHPL. The
H
1072 SUPREME COURT REPORTS [2022] 11 S.C.R.

A Petitioner had also filed application - IA No.9264 of2018 before
the DHC on 16 July 2018 in the enforcement proceedings drawing
attention to the press releases dated 27 March 2018 and 13 July
2018 showing that IHH was proposing to acquire FHL and assets
ofRHT Trust [SLP Vol 40/page 83-85]. The Petitioner prayed
that the Judgment Debtors be directed to deposit the entire decretal
B
amount and FHL be injuncted from proceeding ahead with the
transaction with IHH Healthcare [SLP Vol 40/page 94]. FHL filed
a reply to IA 9264 of 2018 on 31 July 2018 [SLP Vol 40/Page 98-
127]. The Petitioner has submitted that sufficient material was
placed before this Hon’ble Court which established that (i) the
C Judgment Debtors not only breached the undertakings given to
the DHC but they also violated the orders of this Hon’ble Court;
(ii) false affidavits were filed by the Judgment Debtors both in the
DHC as well as before this Hon’ble Court; and (iii) this Hon’ble
Court had been deliberately misled by the Judgment Debtors, and
banks and financial institutions to obtain a modification on 15
D
February 2018 of the status quo orders dated 11 August 2017 and
31August 2017.
13. The Petitioner also filed an application for directions (I.A.
No. 8948 of 2019) in the Contempt Petition on 15 January 2019,
upon learning that, despite this Hon’ble Court’s order dated 14
E December 2018, the transaction of transferring the controlling
stake in FHL to IHH was proceeding 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
F 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.
G 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 ofRHT 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 of2019
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1073
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

[SLP Vol 50] and to I.A. No. 15162 of2019 [SLP Vol 49] in A
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 written submissions dated 18 March 2021 [SLP Vol 185], B
while addressing this Hon’ble Court’s queries related to the role
of IHH, FHL and RHT, highlighted the clandestine method by
which the amount of INR 4000 crores was transferred out of
India, despite knowledge of the pending application and the status
quo order dated 14 December 2018. Mr. Datar also submitted
that the remittance of INR 4000 crores was in clear violation of C
the status quo order dated 14 December 2018. He submitted that
since RHT had, on 31 December 2018, made a disclosure to the
Singapore stock exchange of the extension of the long stop date
to 26 March 2019 for the RHT Transaction, there was no apparent
urgency to remit this amount to RHT on 15 January 2019. To D
frustrate the claims of the Petitioner further, the monies received
in violation of the order dated 14 December 2018 were immediately
distributed by RHT to its unitholders [SLP Vol 185/Page 9]. Of
this amount, FHL has admittedly received - INR 817 crores [SMC
Vol 37/Page 81].
E
16. Mr. Datar briefly reiterated the Petitioner’s position on the
RHT transaction during the closing arguments on 12 May 2021.
Mr. Datar also placed reliance on the principle of tort of conspiracy
to explain the large-scale conspiracy carried out by the banks
andfinancial institutions in tandem with the Respondents, FHL and
IHH, and argued that that it is only just and proper that FHL is F
directed to make available the amount of INR 4000 crores for
Daiichi to ensure restitution in respect of the undertaking given by
its Chief Executive Officer and Managing Director (SMS and
MMS respectively) on 21 June 2017 [SMC 26/Page 63/Paragraph
97]. G
17. In response to this Hon’ble Court’s query regarding the proposal
for purging of contempt, the Petitioner has proposed certain reliefs
against Fortis Healthcare Limited and IHH Healthcare Berhad
[SLP Vol 222/Page 6].
H
1074 SUPREME COURT REPORTS [2022] 11 S.C.R.

A D. RHT Trust, Singapore
18. Mr. Datar made oral submissions regarding the FHL-IHH-
RHT transaction. In a nutshell, the submissions were as follows:
(i) Mr. Gurinder Singh Dhillon and Mr. Gurpreet Singh Dhillon are
unitholders of RHT. Mr Gurpreet Singh Dhillon was an executive
B director and chief executive officer of RHT [SLP Vol 26/Page
61-62]; (ii) FHL-IHH-RHT transaction was initially negotiated in
2017 between the Singh Brothers and IHH [SLP Vol 26/Page
37]; and (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/
C 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.
D 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

E 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
F Court in SLP thereby staying the insolvency proceedings against
23 entities before the National Company Law Tribunal, Delhi.
21.Mr. Venugopal relied on his rebuttal submissions [SLP Vol 220]
and convenience compilation [SLP Vol 209]. Further, reliance was
also placed on the application for additional documents [SLP Vol
G 211] where he highlighted that the order passed by SEBI on 14
March 2019 had, in fact, been revoked by order dated 12
November 2020. The submissions made by Mr. Venugopal, in a
nutshell, were as follows: (i) Religare Group has not initiated
insolvency proceedings against eight out of the nine entities whose
lands have been offered for sale; (ii) the lands acquired by these
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1075
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

companies were acquired mostly before 2010, whereas Religare A
Group gave loans only in 2016-2018 and therefore, Religare Group’s
loans could not possibly have been used to acquire those lands;
(iii) entities in Religare Group are not decree holders and are
therefore not entitled to share in any amounts recovered pursuant
to the present proceedings, which proposition has been settled in
B
the facts of this case itself by the High Court of Delhi as well as
by this Hon’ble Court; and (iv) since Religare Group’s insolvency
petitions are admittedly premised on fraud, they must not be
permitted to be admitted.
22. During the course of closing submissions on behalf of the
Petitioner, Mr. Rakesh Dwivedi, sought a continuance of the stay C
order dated 05 April 2019 as it has a direct bearing on the outcome
of the present Contempt Petition. It was submitted on behalf of
the Petitioner that, in the absence of continuation of this order, the
assets that may be utilized for the purging of contempt committed
by the Singh Brothers will become subject to insolvency D
proceedings thereby jeopardizing the process of purging of
contempt. [SLP Vol 222/Page 7].
F. Miscellaneous
23. Withdrawal of INR 17,93,40,000 deposited by Contemnor Nos.
1- 8 (IHFL and IVL, and its directors) (“Contempt Deposit”) in E
compliance with the direction contained in paragraph 51 (i) of the
Contempt Judgment. Mr. Jaideep Gupta, Senior Advocate, made
submissions on behalf of Daiichi on 12 May 2021. He submitted
that the Petitioner is entitled to receive the Contempt Deposit
and, hence, it should be permitted to withdraw the Contempt F
Deposit, as prayed for in IA No. 50764 of 2020 in the Contempt
Petition. [SLP Vol 91].
24. The Contempt Deposit was 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 G
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.”
H
1076 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 19. In support of the contention that IHH / NTK be directed to
put the funds back in FHL,it was submittedthat 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
B 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
C 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 12 May 2021,
and submissions made by Mr. Datar on behalf of the Petitioner
D are set out below:
Additional Q. No. 1: Whether the submissions on tort of
conspiracy and the theory of attribution were made in the
absence of pleadings?
(a) A specific plea regarding conspiracy was made by the Petitioner
E
in para 97 of SMC Volume 26 at page 63. For ready reference,
the paragraph is reproduced below:
“97. Given the large-scale conspiracy carried out by the banks
and financial institutions in tandem with the Respondents, FHL
and IHH, Daiichi Sankyo submits that it is only just and proper
F
that FHL be required to make this amount of INR. 4000 crores
available for Daiichi Sankyo in respect of the undertaking given
by its CEO and Managing Director on 21 June 2017. Daiichi
Sankyo further says and submits that until and unless FHL
makes available this amount for realization of the decretal sum,
G FHL/IHH should not be allowed to proceed with the Open
Offer or utilize the amount of INR 4000 lying in the escrow
account for that purpose. “
The award dated 29 April 2016 was against 19 respondents.
Repeated assurances I undertakings were given to the Delhi High
H Court that the total assets were in excess of INR 10,000 crores
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1077
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

and that in any event, a sum of INR 2341.9 crores will always be A
available to satisfy the award I decretal debt. These undertakings
were on behalf of the entire group, including Fortis Healthcare
Limited (“FHL”), as has been pointed out in written submissions
[SLP Vol 185] and reiterated in these submissions. In I.A. No.
9264 of 2018 was filed by Daiichi on 16 July 2018 in the Delhi
B
High Court to stop the takeover of FHL by IHH. A reply dated
2018 filed by R19 (RHC) inter alia that: “Given the group’s
liabilities, including the award .... “. Thus, the award is equally the
liability of FHL, as it is of other group companies of the Singh
Brothers.
(b) The manner in which the shareholding of Fortis Healthcare C
Holding Private Limited (“FHHPL”) in FHL was reduced from
71.1 % to 0.66% was in complete violation of eight undertakings
given to the Delhi High Court and to the Supreme Court and could
not have been done without the active knowledge of the banks
and IHH. D
(c) Apart from specific pleadings, the conspiracy is also revealed
from the extensive pleadings in these matters and the role of the
following entities:
(i) Banks, which gave large amount of loans to group companies
of the Singh Brothers without any scrutiny on end utilization of E
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. F
(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 G
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 H
1078 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 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 the Singh Brothers. Thus, the theory
or principle of attribution applies. Undertakings by the Singh
Brothers are undertaking of the group companies, including and,
B
in particular, that of FHL.
Additional Q. No.2: Whether this Hon’ble Court can issue
directions in addition to imposing any punishment for
contempt?
C (a) This Hon’ble Court has the power to punish for contempt
under Article 129 of the Constitution of India. Willful breach of an
undertaking given to a court is a civil contempt under section 2(b)
of the Contempt of Courts Act, 1971. Further, the doing of “any
other act whatsoever” which “interferes with or tends to interfere
with, or obstructs or tends to obstruct the administration of justice
D
in any other manner” is a criminal contempt under section 2(c)(iii)
thereof.
(a) The Contempt of Courts Act, 1971 only provides for imposing
punishment for contempt of court. But the contempt jurisdiction
of this Hon’ble Court enables not only imposition of punishment
E
but granting relief by way of restitution. The judgment of this
Hon’ble Court in Delhi Development Authority v. Skipper
Construction3 makes it amply clear that the court can give
appropriate directions for remedying and rectifying the things done
in violation of its orders.
F
(b) A reference can also be made to the decisions in s4, which
held that this Hon’ble Court can take cognizance even for violation
of orders of the High Court. (This was overruled on another point
in Supreme Court Bar Association v. Union of lndia5).

G (c) At stake in the present case is the sanctity and validity of
undertakings given to the Delhi High Court and the Supreme Court.

3
(2007) 15 SCC 60 I - For text, see SMC Vol 36, P 227-251 on para 24-28.
4
(1995) 2 scc584, 602-603 (paras 22 and 23).
5
(1998) 4 SCC 409 - the Supreme Court could not remove an advocate’s name from the
H rolls of the State Bar Council.
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1079
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

If these can be violated with impunity, it will be a serious setback A
to the rule of law and the image and the prestige of the superior
judiciary in India. It is humbly stated that it should be made clear
that if an undertaking is violated, particularly in the context of
group companies, the High Courts and the Supreme Court have
sufficient power under Articles 129 and 215 to pass whatever
B
directions are necessary to ensure that the undertakings are
fulfilled.
Additional 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? C
(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 D
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 Kumar6
and (ii) Vidur lmpex and Traders Private Ltd. v. Tosh apartments
Private Ltd.7].
E
(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 ofFHL namely lands, buildings, investments, cash account,
cash in bank, etc., and can be attached to fulfill the undertaking
given.
F
(c) As pointed out in detail later in this additional written submission,
there were multiple undertakings given by the Singh Brothers and
judgment debtors that the award will be binding on the group
companies.
(d) The first undertaking in the execution proceedings (on 24 May G
2016) was given only to ensure that the listed entities, primarily
FHL, Religare, etc. remained unaffected. Further, undertakings
were also given to ensure that no prejudice was caused to FHL
6
(1994) 2 SCC 266 (para 23 and pages 106-117 of SMC Vol 36.
7
(2012) 8 SCC 384 (para 49. page 118-150 of SMC Vol 36. H
1080 SUPREME COURT REPORTS [2022] 11 S.C.R.

A which was a flagship company.
(e) There is no dispute that FHHPL and FHL are part of the
group companies on whose behalf the undertakings were given.
Thus, even though these two companies are not the judgment
debtors in the arbitral award, the obligation to ensure that the
B award is satisfactorily complied with is upon all these group
companies including FHHPL and FHL.
(f) At the time of the first undertaking, the Singh brothers held
71.7% ownership directly and indirectly in FHL through FHHPL.
They were in control of the management of FHL. The undertakings
C that were given to prevent of the award, execution has directly
enured to the benefit of FHL whose business operations continued
without any hindrance.
(g) The undertakings given by Singh Brothers are thus binding on
FHL as well. These undertakings, given at the time when they
D had more than 71 % control, would be binding even after their
FHL shareholding was reduced. It is submitted that an undertaking
given to the court by a person or persons who are majority
shareholders, will continue to bind that company even if their
shareholding is subsequently reduced to a minority. This is
E particularly important when such shareholding is reduced in
violation of assurances and undertakings to a court.
(h) In Rosnan Sam Boyce v. B.R. Cotton Mills Ltd.,8 it was held
that the undertaking given by the person in management and control,
will be the undertaking of the company itself. In the same way,
F the undertaking given by the Singh Brothers would equally bind
FHL. The systematic attempt to frustrate the undertaking should
not be permitted. In the B.R. Cotton Mills case, it was held that
under Article 142, the court could do complete justice and that the
undertaking given by the director was an undertaking by the first
respondent company would be treated as having committed
G
contempt. In the 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
8
H (1990) 2 SCC 636, (para 7, 8, 9 at page 58-60 of SMC Vol 36)
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1081
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

will also be an undertaking on behalf ofFHL. Once the A
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 B
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 C
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 ofFHL D
are liable to be attached in execution of the award at the present
moment as they would be when the Singh brothers were m control
and gave the undertakings / assurances.

(k) If FHL is permitted to evade liability, then undertakings can be
E
given on behalf of a group of companies and these will be rendered
meaningless if a new management takes over or there are new
shareholders who have a majority.”

20. On behalf of Contemnor No.9 – Malvinder Mohan Singh, it
was submitted that the transactions in question were entered into in F
normal course of business andthere was no attempt on part of the
contemnors to put the assets beyond the reach and control of Daiichi. It
was submitted that whatever the Noticees, banks and financial institutions
did was pursuant to the transactions entered into well before the
assurances / undertakings were given to the High Court and this Court.In G
his attempt to purge himself of contempt, Contemnor No.9 submitted
that certain properties held by his relations and Companies under the
control of his group could still be proceeded against.The details of such
properties given in the written submissions, were as under:

H
1082 SUPREME COURT REPORTS [2022] 11 S.C.R.

A Loan extended by Loan extended to Amount Cumulative
(Rs. amount
Crores) (Rs. Crores)
Gurinder Singh Dhillon 1.57 223.15
Gurkirat Singh Dhillon 88.78
1. Modland Wears Private Gurpreet Singh Dhillon 79.71
Limited Nayan Tara Dhillon 0.61
Shabnam Dhillon 52.48
B 2. Devera Developers Private Gurkiran Singh Dhillon 65.47 122.62
Limited Gurpreet Singh Dhiilon 57.16
Gurkirat Singh Dhillon 101.91 292.5
Gurpreet Singh Dhiilon 110.81
3. Fern Healthcare Private Sanjay Godhwani 1.92
Limited Sunil Godhwani 68.60
Prime Trust 4.19
C Luminous Hol dings Pvt. 5.07
Ltd.
4. Best Healthcare Private Gurkirat Singh Dhillon 103.37 207.15
Limited Gurpreet Singh Dhiilon 103.78
5. Adept Lifespaces Private Gurkirat Singh Dhillon 85.58 152.88
Limited Gurpreet Singh Dhiillon 67.30
Total 998.3

D 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
E 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
F 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
G 8,97,81,906 FHL shares, 5,41,35,500 FHL shares were encumbered
under various agreements, prior to 30.03.2016. A further 2,65,02,852
FHL shares were encumbered under agreement to pledge dated
30.03 .2016. Thus, prior to the date of the arbitral award
(29.04.2016), a total of 8,06,38,352 FHL shares were encumbered
in favour of YBL. Subsequently, on 28.07.2016, i.e. after the ‘First
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1083
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

Assurance’ by the Judgment Debtors (before the Hon’ble Delhi A
High Court in OMP EFA 6 of 2016) and prior to the Second and
Third assurance, a further 91,43,554 FHL shares were encumbered
under another agreement to pledge. Therefore, by 28.07.2016,
8,97,81,906 FHL shares were encumbered in favour of YBL, prior
to the second to fifth assurances given by the JDs before the
B
Hon’ble Delhi High Court. These 8,97,81,906 FHL shares were
sold only pursuant to this Hon’ble Court’s Order of 15.02.2018.(Pg.
1, Vol 200)
8.It is pertinent to reiterate that YBL was never a party before
the Hon’ble Delhi High Court when the assurances were given
by the JDs. Furthermore, YBL was not even a party to the C
captioned SLP filed against the Order dated 21.06.2017 passed
by the Hon’ble Delhi High Court. YBL was also not aware of the
contents of the affidavits being filed by the JDs nor was it aware
of the nature of the assurances being given by the JDs to the
Hon’ble Delhi High Court. (Para 47, Pg. 34, Vol 173) D
9. Admittedly, FHHPL is not a judgment debtor qua Daiichi.
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 E
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 of2016 (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. F
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 49 to 52, Pg. 37, Vol 173) G
10. Further, all allegations of collusion 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 H
1084 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 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
B 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
C 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 any injunction existing qua the FHL shares or any
D other assets of the JDs’ or their group companies. Moreover,
FHHPL, under the various pledge agreements executed with YBL,
also gave a representation that there was no litigation pending
qua the FHL shares. (For eg., Clause 4.l(o), Pg. 439, Vol 175)
This shows that it was a well-accepted position among the different
stakeholders including Daiichi that there was no such injunction /
E restriction qua the FHL shares, prior to 11.08.2017. (Paras 43 to
46, Pg. 33, Vol 173)
12. Therefore, there is absolutely no legal basis to nullify YBL’s
subject loan and security agreements executed between
24.05.2016 and 11.08.2017. Thus, to hold YBL, a bona-fide
F secured creditor, accountable for certain unilateral assurances
given by the JDs to the Hon’ble Delhi High Court, would be a
travesty of justice.”
Similarly, preliminary submissions advanced on behalf of ABL were
as under:
G
“7. The crux of ABL’s case is that 1,36,50,000 FHL shares were
encumbered in favour of ABL under various agreements prior to
29.04.2016 (the date of the arbitral award in favour of Daiichi).
Further, a total of2,58,50,000 FHL shares were encumbered in
favour of FHL by 15.12.2016 which is even prior to the second
H (23.01.2017) and third assurances (6.03.2017) given by the IDs
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1085
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

to the Hon’ble Delhi High Court (Tranches 1 to 9, @Pgs. 1 to 5 A
Vol. 197).
8. Contrary to Daiichi’ s claim, after the third undertaking, the
total encumbrance in favour of ABL in fact reduced to 1,83,75,000
FHL shares from previously held 2,58,50,000 shares. Thus, as of
11.08.2017, ABL had in its favour an encumbrance over 1,83,75,000 B
FHL shares. These encumbrances were invoked only pursuant to
the Supreme Court’s Order of 15.02.2018 (Pgs. 9, 10 Vol. 197).
9. It is pertinent to reiterate that ABL was never a party before
the Hon’ble Delhi High Court when the assurances were given
by the JDs. Furthermore, ABL was not even a party to the C
captioned SLP filed against the Order dated 21.06.2017 passed
by the Hon’ble Delhi High Court. ABL was also not aware of the
contents of the affidavits being filed by the JDs nor was it aware
of the nature of the assurances being given by the JDs to the
Hon’ble Delhi High Court. (Para 43, Pg. 26, Vol 167)
D
10. Admittedly, FHHPL is not a judgment debtor qua Daiichi.
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 E
High Court vide its judgment dated 15.10.2020 passed in EA No.
615, 625 and 815 in OMP EFA 6 of2016 (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. F
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)
G
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 fact ABL has several recovery proceedings pending against
the JDs and the borrowersbefore various forums for an outstanding
amount. As stated in its compliance affidavit, even today there is H
1086 SUPREME COURT REPORTS [2022] 11 S.C.R.

A approximately an outstanding amount of INR 624 Crores (approx.)
as of22.02.2021. (Paras 39 to 42, Pg.25, Vol 167)
12. Moreover, there were contemporaneous public disclosures
made by FHL / FHHPL with the stock exchange concerning the
Subject Encumbrances, thereby negating the argument that these
B encumbrances 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).
C Furthermore, admittedly, neither the JDs nor Daiichi had ever
informed ABL that there was any restriction on either lending to
the JDs or their group companies post 24.05.2016, nor was ABL
informed of any injunction existing qua the FHL shares or any
other assets of the JDs’ or their group companies. This shows
that Daiichi was also well aware that that there was no such
D injunction / restriction qua the FHL shares, prior to 11.08.2017.
(Paras 39 to 42, Pg. 25, Vol 167).
13. Therefore, there is absolutely no legal basis to nullify ABL’s
subject loan and security agreements executed between
24.05.2016 and 11.08.2017. Thus, to hold ABL - a bona-fide
E secured creditor - accountable for certain unilateral assurances
given by the IDs to the Hon’ble Delhi High Court, would be a
travesty of justice.”
23. Mr. Harish N. Salve, learned Senior Advocate advanced
submissions on behalf of the IHH/ NTK. It was submitted that the
shareholding held by FHHPL in FHL was not in any way transferred in
F
favour of IHH/ NTK but what was allocated to IHH/ NTK was
subscription of fresh shares. The money so put in by way of capitalinto
the company was then utilized by FHL for streamlining its business
structure. It was submitted that under an antecedent arrangement, the
proprietary interest in the hospitals and diagnostic centres was held by
G RHT, a trust set up in Singapore and those assets were being utilized by
FHL for its business purposes; and in return FHL was paying a huge
amount of money by way of lease 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.
H It was for the purpose of acquisition of such proprietary interest that the
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1087
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

amount of Rs.4,666/- crores was transferred by FHL in favour of RHT A
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:
B
(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 C
enforcement proceedings, undertakings were given on behalf of
the Singh Brothers to the Hon’ble Delhi High Court that they
would not alienate their assets. At some point, the Decree Holder
also carried the matter to this Court, and undertakings were also
given in this court by the Decree Holder to the same effect. D
(c) It appears that in the meantime since there was a fall in the
value of the shares of FHL, the banks from whom loans had been
obtained against the security of the shares, invoked pre existing
pledges. In the petition for leave to appeal filed by the Decree
Holder, initially on 11 August 2017, this Hon’ble Court injuncted
the banks from encashing any pledges. This order however came E
to be modified on 15 February 2018 when this court clarified that
the injunction would relate only to pledges created after 11 August
2017.
(d) Upon the modification of the order, the bankers who now
became entitled to enforce the pledges took steps to transfer the F
shares to themselves or their nominees including the sale of the
shares, and this caused a drastic fall in the shareholding of the
Singh Brothers in FHL.
(e) By March 2018, the shareholding of the Singh Brothers in
FHL had dropped to below 1 %. The Singh Brothers also resigned
G
from the Board of Directors of FHL. The new shareholders
nominated professional directors and professional management
to run the affairs of FHL.
(f) The financial condition of FHL was precarious and that is why
the board of FHL decided to induct fresh capital to salvage the
company. This was done by a public process inviting bids from H
1088 SUPREME COURT REPORTS [2022] 11 S.C.R.

A interested parties. The highest premium was quoted by IHH
Healthcare Berhad (“IHH”) and it is through this process that
NTK (100% indirectly owned subsidiary of IHH) came to
subscribe to shares issued by FHL.
(g) This transaction of issuance of shares was consummated by
13 November 2018, i.e., prior to the Stay Order of 14 December
B
2018. However, as a consequence of the acquisition of shares
pursuant to the investment of ` 4000 crores (at ` 170 per share,
with a premium of around 20% above the prevailing market price)
which was by way of a preferential allotment under the Share
Subscription Agreement dated 13 July 2018 between NTK and
C FIIL (“Share Subscription Agreement”). [SMC Compilation/Vol.15/
Page 410-4 71] and NTK became obliged to make a public offer
to acquire the shares of such of those (it members of the public
who would like to exit FHL.
(h) The consequence of the order of injunction passed on 14
December 2018 is to render this process of acquisition of shares
D
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
E 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:
F
“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
G which loans have been advanced by the judgment debtors and
associate companies as set forth in Vol. 90/Table B/pages 6
and 7. Extracts from I.A. 43119 of 2020 describing Table ‘A’ and
Table ‘B’, are annexed herewith as Annexure “P-1”. The SC
may also direct forensic audit of entities (indirectly owned and
controlled by MMS and SMS) which are registered outside India.
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1089
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

An illustrative list of such entities is annexed herewith as Annexure A
“P-2”.
2. The SC may also direct a forensic audit of all the concerned
companies that borrowed from banks and financial institutions
(Dion Global Solutions Limited, Ligare Aviation Private Limited,
Ligare Voyages Private Limited, Ranchem Private Limited, ANR
B
Securities Private Limited, RHC Holding Private Limited, Oscar
Investments Limited, Fortis Healthcare Holding Private Limited
(“FHHPL”), RWL Healthworld Limited and Religare Capital
Markets International Mauritius Limited) and for which the shares
of Fortis Healthcare Limited (“FHL”) owned by FHHPL were
pledged from time to time, including where top-ups with respect C
to the pledges were made, in violation of the orders and
undertakings given to the Hon’ble Delhi High Court (“DHC”)
and the SC. A list of borrower entities is annexed herewith as
Annexure “P-3”.
3. As per MMS and SMS, the following assets are available for
D
sale to purge a part of the contempt:
S. NO. LOCATION OF OWNED BY
LAND/BUILDING &
AREA
LAND
1. Land at Ulhasnagar, Dist. Thane, Green Grass Estates Pvt
Maharashtra: 35.150 Acre Ltd.
E
2. Land at Ulhasnagar, Dist. Thane, White Feather Estates
Maharashtra: 31.775 Acre Pvt. Ltd.
3. Land at Badlapur, Maharashtra: Vitoba Realtors Pvt. Ltd.
129.560 Acre
4. Land and Building at Asola, Delhi: Bindas Realtors Pvt. Ltd.
5 Bigha 16 Biswas
F
5. Land at Mehsana, Gujarat RHC Holding Pvt. Ltd.
6. Land at Mehsana, Gujarat RHC Holding Pvt. Ltd.

7. Land [Noida/Ludhiana]- 12,845 Green Biofuels Farms
Sq Feet- Noida Pvt. Ltd.
3578.96 Sq Yard-Ludhiana G
8. Land-Gawalpahari, Gurgaon- Greenline Buildwell Pvt
27.57 Acre Ltd.
BUILDING
9. Flat C-4/5. Ist Floor, Taj A-1 Book Company Pvt
Building, Fort, Mumbai Ltd.
H
1090 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 4. In addition to the aforesaid land parcels, MMS and SMS have
also stated that the following brands/trademarks are available for
sale to purge a part of the contempt:
BRAND/TRADEMARK OWNER
1. Religare Elive Infotech Private
B Limited (Group company-
owned by the Contemnors)
2. SRL Headway Brands Private
Limited (group company-
owned by the Contemnors)

3. Fortis RHS Healthcare
C 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
D 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 Ligare Voyages (Ireland) Limited
E [US$ 10.89 Mn]

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.
F
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
G
Debtors have deliberately pledged the shares in relation to (and
as collateral for) dubious loans extended to the various group
companies of FHL (owned and controlled by the Singh Brothers).
Eight banks and financial institutions (Axis Bank, Yes Bank, RBL
Bank, ECL Finance Limited, First Abu Dhabi Bank, Indiabulls,
H Aditya Birla Finance Limited and Lakshmi Vilas Bank) have
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1091
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

engaged in this reprehensible conduct and, as per the share price A
as on 11 May 2021, the vale of the shares pledged after 24 May
2016, is approximately and amount of INR 2859,45,32,748/- (That
is, Indian Rupees Two Thousand Eight Hundred Fifty-Nine Crores
Forty-Five Lakhs Thirty-Two Thousand Seven Hundred Forty-
Eight Only).
B
Banks and financial institution who have created pledges or
exercised right of top-ups after 24 May 2016 (i.e., the date of the
first undertaking), should be directed to deposit the equivalent
amounts with this Hon’ble Court. This Hon’ble Court may also
direct that the money being deposited by the banks and financial
institution is pursuant to the exercise of its contempt jurisdiction C
and, therefore, any and all monies if so directed to be deposited to
purge the contempt can only be released in favour of Daiichi who
has suffered as a result of the contemptuous acts. A table of
pledges created (after 24 May 2016) by each bank and the total
value is annexed as Annexure “P-4”. D
8. DCB Bank, HDFC Limited and Citi Corp Finance (Noticee
Nos. 12, 10 and 13 respectively) have not appeared before this
Hon’ble Court despite service of the notice on them. This Hon’ble
Court should cancel the pledges created by them on the shares of
FHL as owned by FHHPL in violation of the court orders and E
they should be directed to deposit the equivalent amount with the
Hon’ble Court. [Vol.210/Page 82]
9. This Hon’ble Court may direct RBL Bank to deposit a sum
equivalent to the value of 4,20,000 shares of FHL i.e., approx.,
INR 9,88,89,000 (Indian Rupees Nine Crores Eighty-Eight Lakhs F
Eighty-Nine Thousand Only) which were injuncted from being
transferred or sold by order dated 15 April 2021 of the SC.
10. While Indiabulls sold 12,25,000 shares of FHL in violation of
the orders of the SC and has been held guilty for this, it has also
sold 9,04,760 shares during the period of 05 September 2018 – 21 G
September 2018 I gross violation of orders of this Hon’ble Court.
Therefore, the SC should direct Indiabulls 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
H
1092 SUPREME COURT REPORTS [2022] 11 S.C.R.

A (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.
B 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

C (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
D 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 on 18 November 2019
in compliance with the directions in the judgment dated 15
November 2019. Daiichi has filed I.A. No.50764 of 2019 seeking
E
withdrawal of these monies. [Vol.91]
C. Fortis Healthcare Limited
14. By their undertaking as recorded in DHC’s order dated 21
June 2017, Respondents/Judgment Debtors had assured that a
F sum of INR 2341.90 crores will always be available and
realizable to satisfy the Award dated 29 April 2016. At this juncture,
the Singh Brothers were the Chairman and the Managing Director
of FHL.
15. Daiichi Sankyo has the right to recover the amount of INR
G 2341.90 crores from FHL because FHL is also subject to and
bound by the undertakings given from time to time by the Singh
Brothers. By the theory of attribution, the undertakings/
representations/assurances made from time to time are as if they
have been (and, indeed, should be deemed to have been made by
FHHPL and FHL, both of whom (although there are not judgment
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1093
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

debtors) form part of the Fortis Group. It is submitted that FHL is A
as bound by the assurances/undertakings given eight times
because, inter alia, the Singh brothers were the directing mind
and will of FHL.
16. FHL and IHH have violated the order dated 14 December
2020 of this Hon’ble Court by transferring an amount of INR B
4000 crores (that is, Indian Rupees Four Thousand Crores) outside
India to RHT Trust, Singapore. This amount should be brought
back and deposited with this Hon’ble Court. This Hon’ble Court
has initiated suo moto contempt action against FHL in this regard.
FHL, IHH and NTK must be directed to deposit this amount with
this Hon’ble Court. C

D. RHT Trust
17. Notice of contempt to be issued to RHT Trust and its following
officials;
(i) Tank Kang Fun-CEO/CFO-Trustee Manager; and D
(ii) Gurpreet Singh Dhillon – former CEO and Executive
Director of the RHT Trust and a close relative of the Singh
Brothers.
This Hon’ble Court may direct RHT Trust and Gurpreet
E
Singh Dhillon to explain their roles in:
(i) the transfer of INR 4000 crores by FHL to RHT Trust in
breach of the order dated 14 December 2018 of the SC:
(ii) the further transfer of the monies to RHT’s unitholders
(including directly/indirectly members of the Dhillon family F
and the Singh Brothers) which was also in violation of the
order dated 14 December 2018. This transfer involved a
further transfer of INR 817 crores to FHL (as a unitholder);
and
(iii) the execution of definitive agreement dated 13 February G
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. H
1094 SUPREME COURT REPORTS [2022] 11 S.C.R.

A 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
B 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.
C
4. The proceedings against 23 entities initiated by Religare Finvest
Limited, if permitted, will directly impact the outcome of the
contempt proceedings.”
25. In the backdrop of these submissions, following questions arise
D for our consideration: -
(a) Whether the acts of commission or omission on part of
Contemnor Nos.9 and 10 and the entities controlled by them,
were calculated to put the assets of the companies under
their control beyond the reach of Daiichi?
E (b) Having given clear assurances to the High Court and this
Court, whether such acts of commission and omission on
part of Contemnor Nos.9 and 10 amount to contempt of the
orders passed by the High Court and this Court?
(c) Whether the banks and financial institutionssold the shares
F which were pledged with them, purely as a matter of
commercial expediency or whether there was any deliberate
act of defiance to defeat the rigour and width of the orders
passed by the High Court and this Court?
(d) Whether the acts committed by them were in connivance
G with Contemnor Nos.9 and 10?
(e) Whether the transactions entered into by or with IHH/ NTK
were bona fide or whether there was a deliberate attempt
to defeat the processes of Court and thereby keep the assets
beyond the reach of Daiichi?
H
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1095
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

26. The first two questions raised hereinabove need no further A
elaboration as the conduct of contemnor Nos.9 and 10 was considered
and they were held guilty of having committed contempt of the orders
passed by the High Court and this Court. While holding them guilty, by
its judgment and order dated 15.11.2019 this Court had given them an
opportunity to purge themselves of contempt. Therefore, insofar as the
B
role played by Contemnor Nos.9 and 10 is concerned, the matter rests in
a narrow compass i.e., whether they have purged themselves of contempt
or not? The kind of assets that have been offered by said Contemnor
Nos.9 and 10 in their affidavit are so inadequate that it is impossible to
satisfy the amount awarded in favour of Daiichi in the foreign arbitral
award. We are, thus, left with no alternative but to hold that said C
Contemnor Nos.9 and 10 have failed to purge themselves of contempt.
As a matter of fact, there is no genuine attempt on their part. The question
then comes up is about the quantum of sentence. Considering the enormity
of their actions, in our view, the maximum sentence that can be awarded,
must be imposed. We, therefore, sentence them to suffer six months
D
imprisonment andimpose 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 E
come to a definite conclusion whether there were antecedent
arrangementswhich 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 F
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 G
whether the shares were required to be sold in order to keep affording
comfort and sufficient security to said banks and financial institutions.
28. It is true that it is possible for a court, while exercising
jurisdiction in contempt, to pass consequential orders in the nature of
sequestration orders to secure the properties which the contemnor had H
1096 SUPREME COURT REPORTS [2022] 11 S.C.R.

A put beyond the reach of the court or which were acquired by the
contemnor for himself or for any other person or entity by his wrongful
acts. But there are two difficulties to undertake such exercise in contempt
jurisdiction in the present matter. First, these noticees were not parties
to the initial proceedings in this Court. Secondly, they have come up with
a defence that all their acts were purely commercial in nature and it was
B
the expediency of the situation which demanded such actions on their
part. These issues need to be gone into at the appropriate stage(s).But
before reacting that level, a factual analysis in the form of forensic auditas
suggested by Daiichi is also required to be undertaken. Such exercise
will certainly help the court in arriving at an appropriate conclusion and
C in passing appropriate orders or directions. We, therefore, refrain from
passing any directions against said banks and financial institutions for
the present but observe that the executing court or any other authority
competent to exercise such power shall do well to appoint forensic
auditor(s) to undertake proper exercise to unravel the truth.
D 29. Insofar as the issues concerning the acquisition of proprietary
interests in hospitals and diagnostics centers at a price of Rs.4,666 crores
by FHL is concerned, facts on record are not quite adequate to enter
into such arena. Prima facie, it appears to be acquisition of proprietary
interest to subserve the business structure of FHL as suggested by IHH/
NTK. But again, that is a matter to be enquired into and facts to be
E assessed in the light of any forensic analysis, if the court so deems
appropriate.
30. In the premises we pass following directions:
(a) Contemnor Nos.9 and 10 are sentenced to suffer six months
F imprisonment and pay fine in the sum of Rs.5,000/- each within
four weeks from today. In case of default of payment of fine, the
contemnors shall undergo further imprisonment of two months.
(b) Special Leave Petition (Civil) No.20417 of 2019, Contempt
Petition No.2120 of 2018 in SLP(C) No.20417 of 2019 and Suo
G Motu Contempt Petition (C) No.4 of 2019 are disposed of with a
direction to the 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
H expediency.
M/S. DAIICHI SANKYO COMPANY LIMITED v. OSCAR 1097
INVESTMENTS LIMITED [UDAY UMESH LALIT, CJI]

(c) The executing court may also consider issuing appropriate A
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 B
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 C
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 properties offered by Contemnor Nos.9 and 10 in their D
attempt to partially purge themselves of contempt shall also be
available to the executing court and shall abide by such directions
as the executing court may deem appropriate to pass.
Consequently, there shall be attachment of all those assets which
may await the decision or direction to be passed by the executing
court in due course of time which may also include the questions E
whether the assets in question apparently in the names of certain
persons/ entities can be proceeded against.
(g) Needless to say that it shall be open to the executing court to
pass such directions as the facts and circumstances presented
before it may justify. F
(h) All pending proceedings before the concerned courts, including
the First Information Reports and proceedings before NCLT shall
be taken to logical conclusion in accordance with law.
(i) The Registry shall send copies of all volumes, submissions and
G
pleadings filed by the parties in the instant matters to the executing
court for facility and record.

Divya Pandey Directions issued.
(Assisted by : Preetam Bharti, LCRA)
H