This Article is From Oct 27, 2014

NSEL Crisis: Government Mulls Board Changes for Merged Entity, Says Report

New Delhi: After ordering merger of crisis-hit NSEL with parent firm Financial Technologies to help affected investors get their dues, the government is starting a process to assess compensation amounts and is also considering a proposal to make changes to the Board of the merged entity.

The Corporate Affairs Ministry last week unveiled a proposal to merge NSEL -- which has been embroiled in an over Rs 5,600 crore payment crisis -- with Jignesh Shah-led Financial Technologies (India) Ltd.

Sources said the ministry would now start a process of assessing the compensation amount to be given to affected investors and a chartered accountant entity might be appointed in this regard.

Besides, the possibility of completely or partially replacing the FTIL board would also be looked into, sources said, adding that these proposals are being considered after taking into account suggestions made by the commodity sector regulator FMC (Forward Markets Commission) and other government departments.

This is the first time that the ministry has invoked a clause in the Companies Act for a forced merger in the private sector due to "public interest", while a takeover of FTIL board, if it happens, would be the first such development since the Satyam case in 2009.

In Satyam case, the scandal-hit IT firm was later sold to Tech Mahindra through a government-monitored auction.

Post-merger, FTIL would take over all the liabilities of National Spot Exchange Ltd (NSEL), including payments due to be paid to investors and others to help in repayment process.

Soon after the government's amalgamation order on October 21, FTIL had said in a brief statement that it "is taking appropriate steps in the matter in consultation with the legal Counsel of the company".

No immediate comments could be obtained from FTIL on the proposal for making changes to its Board following merger of NSEL, which itself would fructify after taking into account submissions and objections, if any, made by the shareholders and creditors of the two companies.

FTIL shares were trading nearly flat at Rs 195.75 in morning trade after paring their opening trade gains.

The ministry's decision comes more than a year after the payment scam at NSEL came into light in July 2013. The move has been initiated taking into consideration "essential public interest" as the exchange is "not left with any viable, sustainable business while FTIL has necessary resources to facilitate speedy recovery of dues".

So far, the crisis-hit spot exchange has managed to recover only little over Rs 360 crore dues from defaulters, a part of which has been disbursed and the rest is in an escrow account. Funds worth about Rs 5,300 crore are yet to be recovered for subsequent payment to affected investors.

In its draft order for the merger, the ministry said it is of the considered opinion that the leveraged combined assets, capital and reserves for efficient administration and satisfactory settlement of rights and liabilities of stakeholders and creditors of NSEL would be in "essential public interest".

"Subject to provisions of law relating to limitation, any suit, prosecution, appeal or other legal proceedings which may be required to be filed against the dissolved company (NSEL) will be filed against the transferee company (FTIL)," the draft order said.

With regard to NSEL case, a charge-sheet has been filed by the Economic Offences Wing of the Mumbai Police against Jignesh Shah - the founder and managing director of FTIL.

Further, FTIL and related entities have come under the scanner of multiple agencies following the NSEL fiasco.

Mr Shah also had to spend time in jail before he was granted bail, even as he and FTIL Group have denied any wrongdoing on their part in the NSEL case and have put the blame on former top executives of the spot exchange, including its then CEO Anjani Sinha.

Copyright: Thomson Reuters 2014