फोर्टिस-दैची केस में फॉरेंसिक ऑडिट, सूचीबद्ध कंपनियों को प्रमोटर के व्यक्तिगत दायित्व में खींच सकता है

Fortis-Daiichi case: Forensic audit order could make any listed firm answerable for promoters’ personal debts, says InGovern

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The Delhi High Court’s order directing a forensic audit of Fortis Healthcare could set a precedent under which any listed company in India could potentially be drawn into enforcement proceedings arising from the personal liabilities of its promoter-shareholders, proxy advisory firm InGovern said in a note.

InGovern said the order, passed on August 31, 2026, in proceedings to enforce a Singapore arbitration award held by Japan's Daiichi Sankyo against former Fortis promoters Malvinder Singh and Shivinder Singh in their personal capacity, raises concerns about the legal distinction between a listed company and its promoters.

“If the reasoning is upheld, any listed company in India could potentially be pulled into enforcement proceedings arising from the personal liabilities of its owners,” InGovern said.

The proxy adviser said the order could mean board members and compliance officers may be expected to monitor and enforce the personal undertakings and liabilities of promoter-shareholders—“a responsibility that no existing Indian law or regulation imposes on them”.

InGovern said corporate India has operated for decades on the understanding that a company is not a guarantor of its promoter’s private affairs, adding that the order “threatens to rewrite that understanding overnight.”

What is the case?

The audit was ordered on August 31, 2026, in proceedings to enforce a Singapore arbitration award that Daiichi Sankyo holds against former Fortis promoters Malvinder Singh and Shivinder Singh in their personal capacity.

The case stems from Daiichi Sankyo’s efforts to enforce the arbitral award against the Singh brothers and a wider ownership dispute between the parties.

Fortis has challenged the Delhi High Court order in the Supreme Court and sought a stay on the forensic audit, saying the High Court had “unjustly stigmatised a revived company, its public shareholders and its investors”.

Fortis has also said it is a publicly listed company with 2.5 lakh shareholders and was not a party to the arbitration between Daiichi and the erstwhile promoters.

The High Court has said the audit is a fact-finding exercise and does not impose liability. The matter is next listed on April 1, 2027.

InGovern flags corporate-law concerns

According to InGovern, the order also tests the principle that a company is legally distinct from those who own or run it.

The proxy adviser said the order “effectively treats Fortis and the Singh Brothers as one and the same, while simultaneously insisting that it has not ‘pierced the corporate veil’.”

“If a court can collapse the distinction between a public company and its former promoters without a full trial or a finding of fraud, the foundational architecture of Indian corporate law could come into question,” InGovern said.

InGovern stressed that the forensic audit is a fact-finding exercise and does not by itself establish wrongdoing or liability, and that the proceedings remain sub judice.

The agency said the remedy lies with institutions rather than the courts and urged Sebi, the Ministry of Corporate Affairs and, if required, Parliament to establish clear thresholds for when a listed company that was not a party to a dispute may be drawn into execution proceedings against its former promoters.

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