The Central Government has decided on the merger of National Spot Exchange Limited with its holding company Financial Technologies (India) Ltd., in public interest under Section 396 of the Companies Act, 1956. A draft order in this behalf has been issued. All due procedures in this regard shall be followed. The members of the two companies, its creditors may provide suggestions/objections within a period of 60 days.
The text of the draft order:
MINISTRY OF CORPORATE AFFAIRS [Govt. of India] has declared Draft Order of Amalgamation Of National Spot Exchange Limited (Dissolved Company) With Financial Technologies I n d i a Limited (Transferee Company) Under Section 396 of the Companies Act, 1956.
The Central Government proposes to issue the following Order (presently in the Draft form) causing Amalgamation of National Spot Exchange Limited with its Holding Company Financial Technologies (India) Limited, the reasons f o r passing the proposed Order are set out in detail in the Annexure annexed with the draft Order.
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 Financial Technologies (India) Limited, a company incorporated under the Companies Act, 1956 (1 of 1956) having its Registered Office at Shakti Tower-1, 7 t h Floor, Premises E, 766, Anna Salai, Thousand Lights, Chennai - Tamilnadu-600002 and the National Spot Exchange Limited incorporated under the Companies Act, 1956 (1 of 1956) having its Registered Office at FT Tower, CTS No. 256 and 257,4 t h Floor, Suren Road, Chakla , Andheri ( East), Mumbai, Maharashtra - 400093, should be amalgamated into a single company. Now, therefore, in exercise of the powers conferred by sub-sections (1) and (2) of section 396 of the Companies Act, 1956 (1 of 1956) the Central Government makes the following order to provide for the amalgamation of the said two companies into a single company namely:
1. Short title. —This order may be called the National Spot Exchange Limited and Financial Technologies (India) Limited (Amalgamation in Public Interest) Order, 2014.
2. definitions.—In this Order, unless the context otherwise requires—
(a) "Act" means The Companies Act, 1956 ( 1 of 1956)
(b) "appointed day" means the date on which this order is notified in the Official Gazette;
(c) "dissolved company" means the National Spot Exchange Limited ; and
(d) "transferee company" means the Financial Technologies (India) Limited
3. (a) The shareholding pattern of the two companies are as under:-
(i)Financial Technologies (India) Limited (Holding Company) is having paid up share capital of Rs. 92,104,112 consisting of 46052056 equity shares of Rs.2/- each as on 31.03.2014 (as per the information filed with National Stock Exchange Limited)
(ii) As on 31.3.2014 the National Spot Exchange Limited (a subsidiary company of the FTTL) is having paid-up share capital of Rs. 450000000 consisting of 45000000 Equity Shares of Rs.10/- each .
(b) All the 44999895 Equity Shares of Rs.10/- each fully paid up in National Spot Exchange Limited , which are now held in the name of Financial Technologies (India) Limited including their nominees, shall be cancelled.
(c) Since the entire share capital of the National Spot Exchange is not held in the name of Financial Technologies (India) Limited including their nominees, the transferee company shall be required to send further notice to the persons, whose names appear immediately before the appointed day, in the Register of Members of the "dissolved company" for the shares which shall be allotted to them in the transferee company in exchange f o r the shares held by them in the dissolved company as per the provisions of sub-section (3) of section 396 of the Act.
4. Amalgamation of the Companies-
(1) On and from the appointed day, the entire business and undertaking of National Spot Exchange Limited and Financial Technologies ( India) Limited on 'as is whereis' basis including all the properties, movable or immovable and other assets of whatsoever nature e.g. machinery and ail fixed assets, leases, tenancy rights, advances of monies of all kinds , book debts, outstanding monies, recoverable claims, agreements, industrial and other licences and permits, imports and other licences, letters of intent and all rights and powers of every description, shall without further act or deed be transferred to and vest in or deemed to be transferred to and vest in the transferee company in accordance with law in force. Such transfer and vesting shall subject to all mortgages and charges and hypothecation, guarantees and all rights whatsoever affecting the said properties of National Spot Exchange Limited.
(2) For accounting purposes, amalgamation shall be e f f e c t e d with reference to the audited accounts and Balance-Sheets as on 31st March, 2014 of the dissolved company, and, the transactions thereafter shall be pooled into a common account.The dissolved company shall not be required to prepare its final accounts as on any later date and the resulting company shall take over all- assets and liabilities according to the Balance-Sheet of the dissolved company as on 31 st March, 2014 and accept full responsibility for all transactions thereafter.
Explanation —The undertaking of the dissolved company shall include (a) all rights, powers, authorities and privileges, (b) all property, movable or immovable including, cash balances, reserves, revenue balances, investments and all other interests and rights in or arising out of such property as may belong to or, be in the possession of the dissolved company immediately before the appointed day, and (c) all books, accounts and documents relating thereto and also all debts, liabilities, duties and obligation of whatever kind then existing of the dissolved company.
5. Transfer of certain items of property- For the purpose of this Order, all the profits or losses or both, if any, of the dissolved company as on the appointed day, and the revenue reserves or deficits or both, if any, of the dissolved company when transferred to the transferee company shall respectively f o r m part of t h e prof its or losses and the revenue reserves or deficit, as the case may be, of the transferee company as if such profits or losses have accrued or incurred by the transferee company.
6. Saving of Contracts, etc. -Subject to other provisions contained in this order, all contracts, deeds, bonds, agreements and other instruments of whatever nature to which the dissolved company is a party, subsisting or having effect immediately before the appointed day, shall have full force and effect against or in favour of the resulting company and may be enforced as fully and effectually as i f , instead, of the dissolved company, the transferee company had been a party thereto.
7. Saving of legal proceedings-
(1) All suits, prosecutions, appeals and other legal proceeding(s) instituted by or against the dissolved company pending on the appointed day shall not abate or be discontinued, or be in any way prejudicially affected by reason of the transfer to t h e transferee company of the undertaking of the dissolved company or of anything contained in this Order.
(2) 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 will be filed against the transferee company.
8. Provisions relating to Taxation - All taxes in respect of prof its and gains (including accumulated losses and unabsorbed depreciation, statutory allowance, investment allowance or other such allowances, if any) and any other type of taxation which is the subject of the business carried on by the dissolved company before the appointed day shall be payable by the transferee company subject to such concession and reliefs as may be allowed under the Income-tax Act, 1961 (43 of 1961) and other t a x laws as a result of this amalgamation.
9. Provisions relating to Existing Officers and other Employees of the Dissolved
Company-fyery whole-time officer (including whole-time Directors and the whole- time Company Secretary) or other employee, not being Directors who are not whole-time Directors of the dissolved company, employed immediately before the appointed day in the dissolved company, shall, as from the appointed day, become an Officer or other employee, as the case may be, of the transferee company. Such officer or other employee shall hold office or service therein and upon the same terms and conditions and with the same rights and privileges as he would have held under the dissolved company and shall continue to hold such positions until his employment in the transferee company is duly terminated by mutual consent or operation of law or on orders of the competent authority.
10. Position of Directors- Every Director of the dissolved company holding office as such immediately before the appointed day shall cease to be a Director of the dissolved company on the appointed day.
11. Membership of Provident Fund and other employee benefit schemes- All officers and employees of the dissolved company shall continue to be the members of such schemes relating to Provident Fund and other benefits for employees, if any, as they were in the dissolved company and the transferee company shall continue to make employers contributions in the same manner as were being made by the dissolved company.
12. Dissolution of National Spot Exchange Limited- Subject to t h e other provisions of this Order, and clause (aa) of sub section (4) of section 396 of t h e Act , on the appointed day, National Spot Exchange Limited shall stand dissolved and after such dissolution no person shall make, or pursue any claims, demands or proceedings against the dissolved company or against a Director or an officer thereof in his capacity as such Director or Officer , except insofar as may be necessary for enforcing the provisions of this Order.
13. Registration of the Order by the Registrar of Companies- The Central Government shall, as soon as may be, after a final Order is notified in the Official Gazette, send a copy of this order to the Registrar of Companies, Tamil Nadu and the Registrar of Companies, Maharashtra. On receipt of such order both the Registrars of Companies shall register the Order under their hand forthwith. Thereafter, the Registrar of Companies, Tamil Nadu shall f o r t h w i t h include all documents registered, recorded or filed with him relating to the dissolved company on the file, in electronic records or otherwise, of Financial Technologies (India) Limited with whom the dissolved Company stands amalgamated and consolidate these and shall keep all such consolidated documents in the electronic or physical records as the case may be.
14. Memorandum and Articles of Association of the Transferee Company- The Memorandum and Articles of Association of the Financial Technologies (India) Limited as they stood immediately before the appointed day shall, as from the appointed day be the Memorandum and Articles of Association of the transferee company with such modifications as may be necessary to incorporate and give effect to the objects of the dissolved company through the transferee company.