Shareholders are against FTIL-NSEL Merger

IntroductionFinancial Technologies India Limited has

been alleged by Ministry of Corporate Affairs in Bombay High Court on 24th July

. The ministry blamed the company for receiving 45 thousand representations on the proposed merger of National Spot Exchange Limited

Ministry believes that the intention behind that is to overload MCA, so it will slow down the process of taking final view under section 396 of Companies Act 1956

Reason behind MCA’s objectionThis affidavit was a reply to a chamber

summons filed by FTIL group. Agenda behind that was to seek inspection of the MCA documents relied upon to pass the draft merger order

The company was accused of exhausting specious technicalities and Ministry declined different ways found for such inspection as lacking of any merit

Fact of Short time frame Deadline for making these representations

was 6th March, 2015 given by the Bombay High Court

According to FTIL with reference to the order of Bombay HC dated 4th Feb 2015, FTIL, NSEL and their relevant shareholders were allowed to make representations to Ministry in regards to merger

Company requested for giving 45 days’ time, but regardless of their request they were given only 30 days for arranging AGM and taking e-voting and physical voting on resolutions

As shareholders had both the options to vote against or in favor of Merger

A suitable process was set up by company in given frame of short period

19000 shareholders voted against merger on the other hand 500 shareholders voted in favor of merger

Proof of Authorized documents Documents were certified by CESA certifierThese certificate and physical copies of the

letters as voting papers were submitted in CD and Papers to MCA in 40 box files

Valid acknowledgement for this is available. NSDL and CDSL being depositories confirmed and validated documents of shareholders like KYC details with DPID, Pan number, number of shares and all other personal database

It was confirmed by MCA affidavit on 30th March 2015 filed in Bombay HC

FTIL’s point of viewFTIL group stated that it was totally

unexpected for them as shareholders voted with vociferous voice.

Agony of 19000 shareholders is displayed from the gigantic response as it is clear that 80 percent of the company is not supporting forced merger

Idea of merger is an illicit act based on dishonest recommendation by FMC Chairman

This decision was beyond his jurisdiction by FCRA Act

Facts are not verified and this thing has put the country on a regressive path on the issue of Limited Liability concept and Company Law

This issue is worse than even MAT and GAAR with respect to FDI and domestic investment in corporate sector