New Delhi

Dated the 12th February, 2016


Whereas the Central Government is satisfied that to leverage combined assets, capital and reserves, achieve economy of scale, efficient administration, gainful settlement of rights and liabilities of stakeholders and creditors and to consolidate businesses, ensure co-ordination in policy, it is essential, in the public interest, that the Financial Technologies (India) Limited, a company incorporated under the Companies Act, 1956 (1 of 1956) (hereinafter referred to as the said Act) having its Registered Office at Shakti Tower-1, 7th Floor, Premises E, 766, Anna Salai, Thousand Lights, Chennai – Tamil Nadu-600002 and the National Spot Exchange Limited, a company incorporated under the said Act, having its Registered Office at FT Tower, CTS No. 256 and 257, 4th Floor, Suren Road, Chakla, Andheri ( East), Mumbai, Maharashtra – 400093, should be amalgamated into a single company;

And whereas, the Central Government, in compliance with the provisions of clause (a) of sub-section (4) of section 396 of the said Act, a copy of the proposed Order dated 21.10.2014 was sent in draft form to the Companies aforesaid namely, the National Spot Exchange Limited and the Financial Technologies (India) Limited calling for their objections and suggestions, if any. A copy of the said Order dated 21.10.2014 in draft form was also hosted on the website of the Ministry, www.mca.gov.in. A public notice was also given, calling for objections and suggestions from the stakeholders, calling their attention to the Order of amalgamation in draft form available on the website of the Ministry of Corporate Affairs;

And whereas, the Financial Technologies (India) Limited had filed a Writ Petition No. 2743 of 2014 before the Hon’ble Bombay High Court (hereinafter referred to as the High Court) against the said draft Order of Amalgamation wherein the High Court had granted a status quo vide Order dated 27.11.2014. Later, the High Court vide Order dated 04.02.2015 was pleased to vacate the status quo with a direction to the Central Government to consider passing a final Order, inter alia, after hearing contentions of the petitioners and respondents within the time directed by the Court. It was also directed that if an adverse Order was passed, the same shall not be notified for a period of two weeks after the Order was communicated to the petitioners. However, considering large number of representations received which had to be examined and various other factors like obtaining and providing inspection of documents to the Financial Technologies (India) Limited and the National Spot Exchange Limited, the Ministry had to seek extension of time from the High Court on four occasions and the High Court has lastly granted extension of time till 15-02­2016 to the Central Government to take a final view on the Draft Order;

And whereas the competent authority in the Ministry of Corporate Affairs has passed an Order vide number S.0 924(E) dated the 1st April, 2015 assessing the compensation in compliance of the provisions of sub-section (3) of section 3% of the said Act read with rule 12A of the Companies (Central Government’s) General Rules and Forms, 1956. No appeal against the said Order of the competent authority has been preferred by the petitioners;

And whereas, a hearing was given by the Central Government to both the Companies proposed to be amalgamated, namely, the Financial Technologies (India) Limited and the National Spot Exchange Limited as directed by the High Court and also considered their written objections and suggestions received in terms of clause (b) of sub-section (4) of section 396 of the Act;

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