New Delhi: Fortis Healthcare Ltd expressed confidence that an independent forensic audit will confirm the hospital chain played no role in the transfer of shares by its erstwhile promoters, Malvinder and Shivinder Mohan Singh. The statement came after the Supreme Court permitted the audit to proceed while clarifying that earlier remarks by the Delhi High Court were merely tentative.
In an order dated September 25, the Supreme Court disposed of Fortis' special leave petition challenging the Delhi High Court's August 31 order regarding the ongoing matter between Daiichi Sankyo Company Ltd and the Singh Brothers.
Fortis had appealed against the High Court's direction to conduct a forensic audit of the firm, as well as specific observations made within the ruling.
While allowing the audit to move forward, the Supreme Court clarified that the challenged paragraphs in the High Court judgment were "tentative and only for the purpose of making out a case for forensic audit."
The top court also emphasized that "the forensic audit shall be conducted independently, without being influenced by the abovementioned observations."
In a regulatory exchange filing, Fortis noted: "The Hon'ble Supreme Court has accordingly clarified that the various paragraphs of the Judgment shall not influence the conduct or outcome of the forensic audit, and that the forensic audit is required to be conducted independently of all such observations."
The healthcare provider maintained that it was a "complete stranger" to the underlying dispute between Daiichi Sankyo and the Singh Brothers, noting it was never a party to their arbitration proceedings. It added that Fortis is neither a judgment debtor nor a garnishee regarding Daiichi Sankyo's decree.
"Being a public listed company, the company had no power or ability to control the transfer of shares by its erstwhile promoters, who were the owners of such shares, and the company received no monies or proceeds on account of the dissipation of the erstwhile promoters' shareholding," the filing stated.
Fortis further reiterated that the Delhi High Court had not levied any liability, penalty, or fine against the firm.
Outlining the timeline of events that led to its ownership restructuring, Fortis stated that by March 2018, the Singh Brothers' stake had dropped below 1 per cent and both had resigned from the board. Subsequently, institutional shareholders appointed new independent directors.
In June 2018, the reconstituted board, guided by legal advisers and investment bankers, initiated a competitive bidding process to bring in a new investor.
Also read: SC clears forensic audit of Fortis-IHH deal involving erstwhile Religare promoters Singh brothers
This process concluded with Northern TK Venture Pte Ltd, a subsidiary of Malaysia’s IHH Healthcare Berhad, becoming the controlling promoter shareholder of Fortis.
The investment was finalized in November 2018 through a fresh issuance of equity shares after securing required statutory and regulatory clearances, including approvals from the Competition Commission of India, Sebi, stock exchanges, and Fortis shareholders.
Fortis highlighted that this transaction occurred several months after the Singh Brothers had severed all ties with the company, and it involved no transfer of shares from them.
"The company is confident that an independent forensic audit will attest to the above incontrovertible facts," Fortis said.
The company reaffirmed its commitment to high standards of corporate governance, transparency, and regulatory compliance, emphasizing its ongoing focus on core operations and stakeholder value following its operational turnaround under Northern TK Venture since 2018.
