Shareholders are

against FTIL-NSEL
Merger

Introduction
Financial

Technologies India Limited has

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

objection
This

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 evoting 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 certifier

These 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 30 th
March 2015 filed in Bombay HC

FTILs point of view

FTIL

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