Shivinder Singh's petition alleging oppression and mismanagement against elder brother Malvinder Singh and former Religare CEO Sunil Godhwani has thrown open a host of corporate governance issues in transactions among group companies, including alleged widespread forgery, false claims and fake documentation.
In a serious allegation, the petition says Shivinder's wife Aditi, other directors and Shivinder himself were documented as "discussing and approving the bulk of...proposals when in fact, the requisite meetings did not take place".
In another serious violation, Shivinder alleges Aditi was recorded as being present at a board meeting when she was, in fact, abroad.
"A resolution of the Board of the Company dated 25.09.2014 demonstrates the presence of Petitioner No. 3 (Aditi) in the board meeting, while in fact she was out of country from 24.09.2014 till 28.09.2014 as delineated by immigration and emigration stamps affixed on the passport of Petitioner No. 3," says the petition.
"In fact, (Aditi) Petitioner No. 3 was usually sent a thick stack of minutes and papers to sign at her residence, with short notice along with a note to sign and return immediately with no further explanation," says the petition which also says there was an understanding between the brothers that ladies in the family were not supposed to ask any questions regarding business dealings.
"It was always the understanding between the families of Respondent no. 2 (Malvinder) and Petitioner No. 2 (Shivinder) that ladies from the families are not supposed to ask any questions with regard to the business activities as the same were supposed to be handled by male members of the families, as was the age old tradition and family values. Therefore, the ladies were expected to follow the instructions given to them for signing the papers," says the petition.
The petition thus alleges that Malvinder, Godhwani and Co. had by their conduct oppressed Shivinder, his wife Aditi and their holding company Shivi Holdings with their 'hostile attitude' and "breach of trust by misusing the position given to them in good trust and by illegal and unlawful manipulation of records" of RHC Holding, their joint holding company.
Finally, the petition levels another major charge against Godhwani that he was de facto control of the group holding company RHC Holding even though he was not an office-bearer there. And that Godhwani and Malvinder allegedly collaborated in managing the transactions. "Even though he was not bearing any office in the Respondent No. 1 (RHC Holding) Company, it is evident from a perusal of email conversations that he was actually involved in issuing mandatory instructions to the employee of the Respondent No. 1 Company and was in fact managing the day to day affairs of the Respondent No. 1 Company in connivance with Respondent No. 2 (Malvinder).
Interestingly, less than a fortnight ago, a joint email response sent to BusinessToday.In by the two brothers had identified Sunil Godhwani as the person who "orchestrated" transactions and left with a "debt load".
This appears to be the beginning of what could be a prolonged legal battle over how the Singh brothers blew Rs 22,500 crore ($3.2 billion) and lost control of prized possessions such as Fortis Healthcare and Religare Enterprises-all in less than a decade. From holding cash of Rs 9,576 crore in 2008 to the sale of Ranbaxy Laboratories in 2008, the brothers were in debt of Rs 13,000 crore just 8 years later in 2016. It is now going to be left to the courts to unearth what transpired and who orchestrated such unprecedented decimation of private wealth.
Copyright©2022 Living Media India Limited. For reprint rights: Syndications Today