Singapore / New Delhi: The Court of Appeal of Singapore on Thursday dismissed the appeal filed by former Ranbaxy promoters Malvinder and Shivinder Singh (Singh brothers) against the Singapore High Court judgment refusing to set aside a 2016 arbitral award.
In December 2018, the High Court of Singapore upheld the Rs. 3,500 crore arbitral award passed in 2016 against the Singh brothers, in favour of Daiichi Sankyo Limited. The arbitral tribunal had found the ex-promoters guilty of fraudulent misrepresentation and active concealment of material facts in relation to a 2008 deal with Japanese drugmaker Daiichi.
Before the Court of Appeal, Daiichi Sankyo was represented by Senior Advocate Gopal Subramanium. He was briefed by a team from P&A Law Offices comprising Anand Pathak, Amit Mishra, Mohit Singh, Samridhi Hota, Kanika Singhal. Shivam Pandey, and Turab Ali Kazmi. Pavan Bhushan, Hima Lawrence and Jayavrdhan Singh along with Singapore-based law firm Oon & Bazul LLP also briefed Subramanium.
Malvinder Singh was represented by Senior Counsel Alvin Yeo, who was briefed by WongPartnership LLP and DMD Advocates. Shivinder Singh was represented by Senior Counsel Narayanan Sreenivasan, briefed by K&L Gates Straits Law LLC.
Among the arguments raised by the Singh brothers before the Court of Appeal was that it was disproportionate to hold each seller jointly and severally liable for the full quantum of the award, in light of their distinct and separate shareholding and bearing in mind a shareholder's limited liability. Arguments that principles of natural justice were not followed, and that the award was opposed to the public policy of Singapore, were also made.
However, Judge Quentin Loh dismissed all of the claims, holding, “…Broad and general arguments based on unconscionability or potential repercussions of general fairness before a court will be given short shrift.”
The dispute arose when Daiichi purchased the entire shareholding of the Singh
Brothers in Ranbaxy, which was worth Rs. 19,800 crore under a Share
Purchase and Share Subscription Agreement (SPSSA) in June 2008. Immediately after the deal, in 2009, Daiichi discovered that the Singh Brothers made false representations to them by concealing a document known as the Self-Assessment Report (SAR) and also about the genesis, nature, and severity of pending investigations by the the United States Food and Drug Administration and Department of Justice against Ranbaxy.
