- Fortis expects an independent forensic audit to confirm no involvement in share transfers by former promoters
- Supreme Court allowed the forensic audit but called Delhi High Court observations provisional
- Fortis stated it was not party to the Daiichi Sankyo and Singh brothers dispute or arbitration
Fortis Healthcare Ltd said it expects an independent forensic audit to establish that the hospital operator had no involvement in the transfer of shares by its former promoters, Malvinder and Shivinder Mohan Singh.
The company's statement followed a Supreme Court ruling allowing the audit to proceed, while making clear that observations by the Delhi High Court on the matter were only provisional.
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In an order issued on September 25, the Supreme Court closed Fortis Healthcare's challenge to a Delhi High Court ruling dated August 31 in the dispute between Daiichi Sankyo Company Ltd and the Singh brothers.
Fortis had challenged the direction for a forensic audit of the company as well as certain observations made by the High Court.
The Supreme Court allowed the audit to proceed but clarified that the relevant paragraphs of the High Court judgment containing observations challenged by Fortis were "tentative and only for the purpose of making out a case for forensic audit".
The top court further clarified that "the forensic audit shall be conducted independently, without being influenced by the abovementioned observations."
"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," Fortis said in its exchange filing.
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The company said it was a "complete stranger" to the underlying dispute between Daiichi Sankyo and the Singh Brothers and was never a party to the arbitration proceedings between them. Fortis is also neither a judgment debtor nor a garnishee in respect of Daiichi Sankyo's decree, it said.
"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," it said.
Fortis also reiterated that the Delhi High Court had not imposed any liability, penalty or fine on the company.
The filing outlined the sequence of events that led to the change in Fortis' ownership.
By March 2018, the Singh Brothers' shareholding had fallen below 1 per cent and they had resigned from the board, following which institutional shareholders appointed independent directors.
In June 2018, the new board, with the guidance of investment bankers and legal advisers, undertook a competitive bidding process to identify and induct a new investor, Fortis said.
The process resulted in Northern TK Venture Pte Ltd, part of Malaysia-based IHH Healthcare Berhad, becoming Fortis' promoter shareholder.
The investment was made in November 2018 through a fresh issue of equity shares after receiving statutory and regulatory approvals, including from the Competition Commission of India, Sebi, stock exchanges and Fortis shareholders, the company said.
The transaction took place several months after the Singh Brothers had ceased to have any relationship with Fortis and did not involve any transfer of shares from them, it said.
"The company is confident that an independent forensic audit will attest to the above incontrovertible facts," Fortis said.
(With inputs from PTI)
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