Mohd Sharief Tariq, Member - (1.) Ca No.74 has been filed in CP No. 1/2015. The Company Application has been filed by the shareholders of the Financial Technologies (India) Limited. The main Company Petition has been filed by the Union of India against the Financial Technologies (India) Limited and Ors.
(2.) We have heard the Counsel for the Applicants and the Counsel for the Union of India. The grounds taken in CA are that the shareholders of the 1st Respondent Company viz., Financial Technologies (India) Limited, have formed an association known as 'Shareholders of Financial Technologies India Ltd. (for short, "SHAFT") and have sought registration under the Societies Registration Act, and the Applicant Nos. 2 to 12 are stated to be the founding members of the 1st Applicant and have authorised the Applicant No.l to file Interim Application/Affidavit in support thereof. The grounds taken in the Application are as follows. • The Applicant No.1 is formed by members of the 1st Respondent Company as a collective voice against various actions taken by the Central Government, Ministry of Corporate Affairs, which will cause prejudice and harm the 1st Respondent Company including rights and interest of the shareholders of the 1st Respondent Company. • The draft order of the amalgamation dated 21.10.2014 that proposes forcible amalgamation of Respondent No.29 with Respondent No.1 is without considering right and opinion of the shareholders. • That the Applicants want to resist the Petition filed by the Union of India because they have faith and confidence in the board and members in the management of 1st Respondent Company. • The outcome in the Petition filed by the Union of India will gravely affect the rights and interests of the Applicants. Therefore, they wish to intervene in the present Petition and oppose reliefs sought by the Petitioners/Union of India. Having said so, the Applications prayed as follows:- a) That this Hon'ble Board be pleased to permit the Applicants/Interveners to intervene in the Company Petition and be permitted to file necessary affidavits/pleadings, make oral submissions through Counsel and to do all acts and things that may be necessary in the present Company Petition; and b) That pending the hearing and final disposal of the present application, the present petition not be proceeded with; c) That if this Hon'ble Board is not pleased to grant prayer (b) , that no reliefs be granted to the Petitioner, whether ad-interim, interim or final relief, before hearing the Applicants/Interveners herein; d) For ad-interim relief in terms of Prayer (b) and (c) above; e) For other and further reliefs as this Hon'ble Bench may deem fit and necessary in the facts and circumstances of the present case.
(3.) In the reply filed by the Respondent/Union of India on 28.12.2015, it has been submitted that the Application is not maintainable and deserves to be dismissed at the threshold. The Respondent/Union of India submitted that the Applicants have not established any legal right/legal injury which is likely to occur if they are not heard in the present proceedings. Further, it has been averred that the Applicants have not spelt out their shareholdings. It has been denied in the counter that the Union of India would require to take the consent of the present Applicants before initiating the amalgamation between FTIL and NSEL. It has been averred that due to defaults of the trading clients of NSEL about 13,000 investors of NSEL have been affected, which is attributable to the deliberate and wilful acts of oppression and mis-management committed by the then directors of FTIL and NSEL, its wholly owned subsidiary. Therefore, the Central Government/Union of India has deemed it appropriate to amalgamate both the FTIL and NSEL in public interest to facilitate the speedy recovery of dues from the defaulters in NSEL and FTIL. It has further been placed on record that several acts of oppression and mis-management have been committed at the hands of erstwhile directors, i.e. Respondent Nos. 2 to 4 and there are continuing acts of oppression and mismanagement being committed by incumbents holding influential managerial posts, who are acting at the behest of outgoing Respondent Nos. 2 and 4 to the detriment of the members of the FTIL and in a manner prejudicial to public interest. As the magnitude of the fraud perpetrated by FTIL and its directors led to the colossal payment crises of Rs.5600 Crores in the 29th Respondent Company. In view of the submissions, the Respondent/Union of India prayed that the Application of the shareholders is liable to be dismissed in limine.;