M/s. DAIICHI SANKYO COMPANY LIMITED v. OSCAR INVESTMENTS LIMITED & ORS.

The Judgment of the Court was delivered by C UDAY UMESH LALIT, CJI

1Copy pinpoint1. 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 objection did not succeed and Special Leave Petition (Civil) No. 4276 of 2018 preferred therefrom was dismissed by this Court on 16.02.2018.

2Copy pinpoint2. 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 the reach of Daiichi. It was submitted that Fortis Healthcare Holdings Private Limited (“FHHPL”) was a holding company under the control of the Respondents and the value of its shares was derived solely from the value of the downstream operating company- Fortis Healthcare Limited (“FHL”); and that FHL shares held by FHHPL were being sold/ encumbered by the Respondents. In said proceedings, an undertaking given by the learned counsel appearing for respondent Nos.14 and 19 was recorded by the High Court in its order dated 21.06.2017 in following terms: “8. Since the petitioner has raised an issue with regard to the shareholding of Fortis Healthcare Holding Pvt. Ltd. in Fortis 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 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 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

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3Copy pinpoint3. 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

4Copy pinpoint4. 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

5Copy pinpoint5. 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 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 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

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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

6Copy pinpoint6. 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.”

7Copy pinpoint7. 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 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 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

8Copy pinpoint8. OIL and RHC filed the certificates disclosing the value of the unencumbered assets and investments. On 28.02.2017 OIL had 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 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.

9Copy pinpoint9. As pointed out earlier FHL is a Public Limited Company in 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%.

10Copy pinpoint10. 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

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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 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 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

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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 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 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 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]

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 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

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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 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 different situation. The total shareholding has fallen to 17,80,26,597 and the unencumbered shares to 26,31,777. This means that in addition to 30,59,260 shares pledged on 14.08.2017, 3,26,24,180 number of shares were encumbered or transferred during this period. There is no explanation by OIL, RHC, MMS or SMS, as to how these unencumbered shares were encumbered or transferred in total violation of the orders of the courts.

27. We shall now deal with the issue as to whether IHFL and IVL had violated the orders of this Court or not? To decide this issue, it would be appropriate to determine whether IHFL H

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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 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 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 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 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 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 shares and not encumbered shares. The transaction of 12,25,000 shares therefore is out of the unencumbered shares because after 31.03.2018, the encumbered shares were much below 12,25,000.

30. We are not entering into the dispute whether the shares were transferred on the basis of pre-signed slips or delivery instruction slips based on the power of attorney but the fact remains that the official record shows that these shares were not encumbered and the contemnors have failed to place any cogent material on record to show that these 12,25,000 shares were pledged on or before 31.08.2017. 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 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 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

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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 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 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 created. This was a violation of the orders of this Court. RHC and OIL filed applications before this Court on 21.08.2017 praying for modification of the order and for a direction that the order dated 11.08.2017 may be limited to the shares other than those which already stood pledged to banks and financial institutions. Though separate applications have been filed, Paragraph 25 of both the applications are identical and has been quoted hereinabove.

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 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 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

p. 1038 Copy page pinpoint

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 the authority of the Court. Criminal contempt also means any act which prejudices or interferes or tends to interfere with the due course of judicial proceedings. As far as the present case is concerned, the conduct of contemnor nos.9 and 10 definitely undermines the authority of the Court. We are dealing with an international arbitration which has fructified into an award but by misusing the legal process contemnor nos.9 and 10 have successfully avoided paying off the petitioner. In our view, action for committing criminal 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, 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 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 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 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 not be able to recover the decretal amount as per the award.

43. We would, therefore, not read the orders of this Court in isolation but along with the five solemn assurances and undertakings given before the High Court. Directions given by this Court and the orders passed were in light of the fact that the contemnors always projected that the said assurances and undertakings were binding and adhered.

44. There can be no manner of doubt that contemnors 9 and 10 have changed the shareholding of FHHPL in FHL knowingly and wilfully. They have done this with a view to defeat the rights of H

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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 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 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 shares to the IHH Healthcare Bhd. (Malaysian Company)] to RHT Health Trust, Singapore (RHT). Petitioner prayed for restraining this transfer of funds and compliance of order dated 14.12.2018. FHL filed a reply to this I.A., which made it apparent that on 15.01.2019 itself FHL had completed the transaction involving acquisition of assets from Singapore based RHT even though it was fully aware that this Court was seized of the matter.

49. Interestingly, the main promoters of RHC and OIL i.e. MMS and SMS were the biggest unit holders in RHT when it was initially incorporated. The statistics of unit holding as on 20.06.2017 of RHT Trust, Singapore shows that SMS, MMS, their family members, FHHPL, FHL and RHC virtually owned the RHT trust. That situation has now changed and now the situation is such that the companies/associations of which MMS and SMS are partners are no longer visibly present and there are other persons who are there. When and how the holdings in RHT trust were transferred by various people is a matter which is required to be gone into.”

8. Having found the contemnor Nos.9 and 10 and the entities RHC, OIL and FHL guilty of 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 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

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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 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 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 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 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 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 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 some of the shares were pledged to them, so that the version of said Banks/ Financial institutions could be taken into account.

11Copy pinpoint11. 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

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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

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

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 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 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

p. 1046 Copy page pinpoint

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 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 various group entities.”

12Copy pinpoint12. 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

p. 1048 Copy page pinpoint

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.

13Copy pinpoint13. 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; and that a pledge of shares would only be by way of an additional security. None of the banks/financial institutions had indicated why the unencumbered shares were sought to be put under encumbrance or the shares were sold when other forms of securities were available. He further submitted that the arrangements under which the shares were pledged must be disclosed so that the purpose for which the basic accommodation or loan was obtained would also be clear. For example, according to him, in November, 2016 a loan agreement was entered into between India Bulls and RHC Holding Private Limited for an amount of Rs.350 crores purportedly for ‘construction/development of residential projects’. He submitted that no such project had come up and the amount of Rs.350/- crores through successive transactions, was siphoned away. What kind of due diligence was undertaken by the banks/financial institutions while extending the loan facility must therefore be brought on record. F

14Copy pinpoint14. 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]

15Copy pinpoint15. 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

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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:

p. 1052 Copy page pinpoint

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 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 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

p. 1054 Copy page pinpoint

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

p. 1056 Copy page pinpoint

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

p. 1058 Copy page pinpoint

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

p. 1060 Copy page pinpoint

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

p. 1062 Copy page pinpoint

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