Proceeds pushed for next – Bombay HC adjourns NSEL-FTIL merger hearing

FTIL’s quest for pivots to save numerous stakes has been a determined effort. The Bombay Court, on 27 November, 2014, adjourned the NSEL-FTIL merger issue till 22 December, 2014. The merger draft order came as a stinker from the Ministry of Corporate Affairs (MCA) on 22^nd October, 2014, which was swilled by many from the business community and several of the media mouth pieces and vents ever since, calling it unwarranted and uncalled for. The swarming views were - the pragmatic shortcomings from the amalgamation will wear away the fundamentals of limited liability; it may also affect the corporate business moorings adversely, apart from discouraging new and enthusiastic investors and traders. In entirety, it may be detrimental to the economy as a whole.  

Apparently, the adjournment, if construed specifically, means the hearing has been deferred till 22 December, 2014; momentarily, it can be seen as the idea is devoid of enough reasoning, as the basis of Article 396 and ‘public interest’ nomenclature can’t be held to be entirely realising. Thus no parity can be drawn in this case. Also, as per a former argument by Abhishek Manu Singhvi, counsel for FTIL, at Supreme Court, section 396 of the Companies Act, 1956, has been exercised, with a thoroughgoing approach, maximum four times, on government companies – that too, with their consent. While in this case, the rummage for expedited merger implementation is on two private companies; needless to say, without their consent, which is unprecedented. Implicitly, the motive seems to be ‘hurried implementation’, which, as per several views and reviews, will emasculate the sanctity of limited liability, affecting the interests of stakeholders, viz. employees and shareholders of FTIL, largely. Therefore, it hasn’t been taken in good taste, for the most part.

It’s been a dour demeanour of FTIL; at first, challenging government’s order for merger of NSEL with FTIL. Then tenaciously striding ahead to protect the sanctity of ‘limited liability.’ Earlier, FTIL had moved Bombay HC against the government’s order. Vehemently put by FTIL, against several arguments – the matter is currently sub-judice before the Bombay HC; thus liability through piercing the corporate veil does not arise.

Myriad voices and arguments against the order were put forward by the business community as well as the media fraternity, to galvanise the matter to reach the authoritative and law dispensing ears. Their objective, seemingly, was to converge fortitudes of the stakeholders, future investors and entrepreneurs at large.

As per the excerpts, mentioned in quotes in the news edit of Economic Times, on 13^th Nov., 2014, reads – “The issue of lifting the corporate veil is, thus, already sub-judice before this court. The petitioners crave leave to refer to and rely upon the papers and proceedings, including various interlocutory applications and orders passed by this Hon-'ble Court, in the said suits."

Now, FTIL is all the more determined to protect the interests of the corporate India, along with those of 60,000 shareholders and 1000 employees. On 21^st October, 2014, questions have been raised on the Ministry Corporate Affairs’ impugned order of enforced amalgamation of the crisis-hit NSEL with FTIL. FTIL solicited in the petition that the government’s order was “bad in law and needs to be quashed.”

Supreme Court dismisses SLP against Jignesh Shah’s bail

Pursuits defanged; efforts for special leave petition against Jignesh Shah’s bail order stymied

The scenes seem more ratcheted with the goings-on. Getting in the act, the efforts made by several trading clients of the crisis-hit NSEL was to reap self-desired fruition - by challenging the bail granted to Jignesh Shah, the promoter of FTIL by the Bombay high court, on 22^nd August, 2014, in the Supreme Court. Earlier this year, in August, Justice Abhay Thipsay of Bombay HC had granted bail to Jignesh Shah. 

Ultimately, the Supreme Court quashed the plea of the trading clients on Monday, 17^th November, 2014. What’s more; the state of Maharashtra wasn’t even issued notices by the bench that comprised Justice Pinaki Chandra Ghose and R K Agarwal.

To peal the overhang of the past happenings, trading clients exercised expedience. Discernibly, the appeal was in vain, when the SC quashed their special leave petition on Monday. It was flatly dismissed with no relief grant to them. Retrospectively, Justice Thipsay granted bail to Jignesh Shah, additionally stating that his custody was not necessary anymore for further investigation.

The HC then, in its judgement, pronounced saying, “Though termed as a "Rs 5000 crore NSEL scam", it is not that monies were received by NSEL, but they have gone from one bogus trader (investor) to another bogus trader (borrower).”

On another occasion, hearing on Forward Markets Commission’s mid-December order, last year, asserting that FTIL was ‘not fit and proper’ to hold shares in MCX or any other entity was before Judge S J Vazidar, last week.

On the occasion, Abhishek Manu Singhvi, FTIL’s counsel, said that the FMC’s order was implemented by the SEBI (Securities Exchange Bureau and Central Electricity Regulatory Commission (CERC) and constrained the company to go for a harried sale of its stakes in IEX, MCX and MCX-SX, which adversely impacted the companies’ valuation, entailing FTIL an enormous loss of over Rs. 1000 crore. In other words, the exits were, in a way, enforced ones, making the company face the brunt of financial damages.

“The FMC order was also being used by the government to forcibly merge the crisis-struck National Spot Exchange Limited (NSEL) with FTIL.”

FTIL’s argument was that the overall exit and sale of stakes have been ominously unsavoury; firstly, a loss of Rs. 291 crore in MCX; then Rs.250 crore lost in IEX and Rs.280 crore lost in the sale of MCX-SX stake. Furthermore, losses of Rs.11 crore from stake in Bourse Africa and Bahrain Financial Exchange incurred by the company steamrolled the state of affairs.

Counsel Singhvi’s view is – “the FMC order was also being used by the government to forcibly merge the crisis-struck National Spot Exchange (NSEL) with FTIL.”

FTIL was steadfast in filing a Writ Petition in the Bombay High Court against the government’s order to amalgamate NSEL with FTIL.

Also, the news featuring on Business Standard on 13^th Nov. 2014, reads, “FTIL also argued the fit and proper order did not specify the penalty for FTIL. This came six months later, forcing them to exit MCX at a loss.”

Unjust demeanour is evident; prejudices of sorts supersede the course of law, leaving mere footprints of agony for the present and future investors. It’s for us to muse earnestly if all of this is benign or malignant to the health of the economy at large. 

FTIL’s most recent accord with Jhunjhunwala, exiting MCX-SX

Crossing the thresholds, departing MCX-SX, FTIL entered a pact with Rakesh Jhujhunwala, selling its stake and warrants in stocks bourse to the latter.

Expressively, a share and warrant purchase agreement was entered into,  with Dr. Rakesh Jhunjhunwala; whilst separate warrant purchase agreements were moved in by FTIL, with M/s. Edelweiss Financial Services Limited, M/s. Trust Investment Advisors Pvt. Ltd. Ms. Viral A. Parikh, M/s. Nemish S. Shah H.U.F., M/s. Derive Investments, Mr. Kalpraj Dharamshi, Mr. Dhanesh Sumatilal Shah, Mr. Uday Shah, Ms. Madhuri Kela, Ms. Renuka Shah, M/s. SKS Capital & Research Pvt. Ltd. and Ms. Madhu Vadera Jayakumar for sale of its 100% stake in MCX-SX comprising 2,70,00,000 equity shares and 56,24,60,000 warrants for an aggregate consideration of Rs. 88.419 crore.

Rakesh jhunjhunwala, a billionaire investor, had earlier purchased stock of MCX - close to 2%, earlier this year, now purchased stock of MCX-SX, thus enabling FTIL to exit MCX-SX entirely. FTIL divested all of MCX-SX stock, which took place on 26 November, 2014. 

Jignesh Shah paves way - twirling up gen-next dimensions for FTIL

Transferring action to manage the state of affairs at FTIL, Jignesh Shah will not be holding any executive or managerial position in the company. A series of events did the rounds in the company lately, with the induction of new members in FTIL board last week and now the elaborate change of management that took place on 20^th November, 2014.

Overlaying a purposeful structure with constructive intents, making way for new entrants into the Board of FTIL, Jignesh Shah has charted the next phase of growth for the company. The relay took place when he handed over the cudgel of responsibilities and management of FTIL to various individuals of repute and sublime credentials.

Jignesh Shah was invited to be Chairman – Emeritus and Mentor of FTIL, and inspire entrepreneurship, whilst Prashant Desai was handed over a bigger responsibility having been appointed as MD-CEO of FTIL by the board. He is also expected to oversee the execution of the founder’s vision of FT 3.0.

The expansion of the board with 3 non-executive directors was also announced on the occasion i.e. Ms. Nisha Dutt , Mr. Sunil Shah and Mr. Miten Mehta. Ms. Nisha Dutt is a Silicon Valley veteran who holds M.S. and MBA degrees from Oklahoma State University and Ohio University, having over a decade’s consulting and technology experience in over a dozen countries. Mr. Sunil Shah is an IIM - A alumnus and founder of Gujarat Innovation Society and Mr. Miten Mehta, qualified from Kellogg’s, has twenty years of extensive experience of Silicon Valley and US.

Additionally, two more executive directors were included in the board - Mr. Jigish Sonagra and and Mr. Rajendra Mehta. Mr. Jigish Sonagra holds a business management degree and is qualified as Chartered Accountant and CISA Auditor with 14 years of rich experience in exchange technology and related products. He will be the Director - New Ventures of the Company.

Mr. Rajendra Mehta is a qualified Chartered Accountant with over 20 years of experience in banking & financial sector, and is ex-COO of CLSA. Mr. Rajendra Mehta will be Director - Member Technologies of the Company. Further, Mr. Manjay Shah and Mr. Dewang Neralla will exit from the Board of the Company. Mr. Dewang Neralla will become MD & CEO of Atom Technologies and Mr. Manjay Shah will become MD & CEO of Tickerplant.

Interestingly, it is a reconstituted board with 12 members and 5 non-executive directors and independent directors; 4 executive directors and 3 non-executive directors. The board already comprises IAS (Retd.) officers, chartered accountants, lawyers and successful entrepreneurs with start-up and corporate experience along with two directors with international exposure, making it among one of the most independent and professional board-run companies in corporate India, and is all geared up to avail the existing and new opportunities presented by the digital era.

Also, the ‘JS Digital Innovative Award’ established to honour the contribution of FTIL’s founder Jignesh Shah was unanimously approved on the occasion. The growth trajectory of FTIL has witnessed myriad dimensions and diverse paradigm technology innovation and implementation since inception, having been founded by Jignesh Shah and two of his colleagues. Several exchanges and trading terminals were set up, with a consummate distribution network, linking India with Middle East, Africa and South East Asia. Exemplarily, they were known for recreating new-age digital silk and spice routes.

More transcendent accomplishments were setting up of MCX, MCX-SX and IEX in India, SMX in Singapore, DGCX in Dubai and Bourse Africa in Mauritius, by FTIL with his vision, under Jignesh Shah’s leadership. They are among the most globally respected and recognised institutions in their respective market segments and geographies.

The announcement came after the board expansion, with induction of Berjis Desai and Anil Singhvi into the board last week, along with the founder’s vision projection for Digital India @2025 as part of FT 3.0 Made in India technology to build and power India’s own equivalent of Amazon, Google, Alibaba and Baidu et al over the next 10 years.

Mr Jignesh Shah hands over the baton of #FTIL to Next Gen FTian to lead FT 3.0

 

Link- http://bit.ly/1z0Syo0

FTIL spurs against government merger order in HC

Amidst the attempts to entrench an off beam precedent by calling for NSEL-FTIL merger; whilst myriad media vents calling it untenable, there’s barely a recourse to save the sanctity of limited liability. Also, the hoot and holler of the business community against the merger order has gone unheeded.

Fending off the unwarranted blitzkrieg is perhaps the panacea to subdue the tempest, thus FTIL moved the Bombay HC for reprieve.

Several actions were intrepid and radical, resonating impulse activism. Distraughtly, a recommendation of the NSEL-FTIL merger by Forward Markets Commission (FMC) led to a draft order by the government. Not limiting to that, the government also indicated replication of actions taken against Satyam on FTIL; in other words, a complete take-over of the management, revamping the board. Every debate, redact and views by the media outlets across-the-board stated that government seems to be raring to impose actions on FTIL. Every now and then, it was stated by most of them, including FTIL that it will ‘defeat and destroy’ the fundamental edifice of limited liability and independent corporate personality in company law, but in vain.

Therefore, FTIL opted for legal resort; thus moved the court, to challenge the order. A petition filed by FTIL in the Bombay High Court against FMC, the commodity futures market and the government, raises crucial issues. Some of them happen to be, as stated in The Economic Times news report on12th Nov. 2014 - “the merger will destroy and defeat the fundamental edifice of limited liability and independent corporate personality in company law.” Secondly, “it will open the floodgates for vested interests for seeking such forced mergers of subsidiaries with their parent companies or other entities whenever there is a problem at the subsidiary level. Finally, “The company has also prayed, among others, that the court prohibit the government and its servants, agents, officers and subordinates from superseding, substituting or otherwise howsoever changing the management of FTIL.”

FTIL is equipoised to pursue the matter, propounding the issues strongly against the government draft order, based on FMC’s recommendations of amalgamation of NSEL with FTIL, under Section 396 of Companies Act 1956. The section is a provision to empower central government for mergers or amalgamation of companies in public interest.

The petition has been filed to challenge the constitutional cogency of Section 396 of Companies Act. The bone of contention is while the edict is being construed, the High Court should interpret that the provisions of the said statute, in order to confirm the same, to be constitutionally legal and valid. Further the petition contends that enactment of Section 396 of the Act was to make available precisely little exception pared out for adherence to the provisions of Section 394 and 395 of the Act – as these put down extensive provisions pertaining to the revamp or merger of companies, along with the supplementary components.

Vision of Digital India@2025 … In Dreams Begin Responsibilities

Your dream is just a starting point. With the dream begins your responsibility to go forth and make something so great that it will change the lives of other people. The comfort you enjoy is the heritage given to you by previous generations; and now accept it as your obligation to do something for the posterity.

FTIL’s management team has resolved to execute on its founders’ vision for ‘Digital India @ 2025’. With the thrust upon “Made in India” technology, FTIL plans to build and power new generation digital enterprises equivalent to global IT behemoths. Powered by indigenous “Made in India” technology by FTIL, its management team is confident of creating technology solutions which will be India’s own Amazon, Google, Facebook, Twitter, Ali Baba and Baidu over next 10 years that can make India a technology hub.

These new Digital Disruptors will be the bellwether of inclusive development and growth besides creating a domino effect in the ecosystem that will be breeding ground to more new entrepreneurs, start-ups and job creation and will become the showcase of Digital India by 2025 by FT 3.0.

FT 3.0 is the transformation of FTIL into becoming the de facto 'powered by’ technology partner of choice to create and develop ecosystem of at least 100 new digital giants from India in 10 key sectors such as Retail, Education, Healthcare, Agriculture, Environment, Infrastructure and Space among others over the next 10 years by 2025. The Company is in the process of appointing an Industry Advisory Board and a leading Consulting firm to help it plan and execute the transformation process in to FT 3.0 and its Founders Vision of Digital India @ 2025.

FTIL’s technology, scale and execution capabilities can significantly contribute in creating and powering at least 100 new digital leaders in ten key sectors over next ten years, feels Mr. Jignesh Shah, Founder & MD of FTIL.

We are undoubtedly in an age where technology governs our lives in its all possible manifestations. Today’s dream becomes a necessity tomorrow, as technology has no boundaries; it gets evolved with very the thought of making life easier.

Supreme Court today dismissed the SLP filed by the trading clients challenging the Bombay High Court's Order dated 22.8.2014 granting bail to Mr Jignesh Shah.

Quoting futuristic vision of FTIL – on board expansion

FTIL Board reaffirms its confidence in Management Team to execute on its Founders’ Vision for ‘Digital India @ 2025’ as part of FT 3.0. ‘Made In India’ Technology to Build and Power India’s own equivalent of Amazon, Google, Alibaba and Baidu et al over next 10 years. In the series of events, ODIN to be spun out as separate subsidiary or SBU to attract majority strategic partner / investor was the highlight.

As the new directors were welcomed, the experts in FTIL alluded that the vision 2025 for FTIL was futuristic and pragmatic. The occasion of the expansion of FTIL board got stimulating citations from the leaders of FTIL, as well as the new directors.

Mr Venkat Chary, IAS (Retd), ex-Chairman FMC and Chairman FTIL, welcomed the new Directors on the Board, saying - "Both Berjis and Anil are world class industry seasoned professionals known for being highly independent and vocal about corporate governance and protecting minority shareholder interest on the companies where they serve on the Board, and FTIL will certainly benefit from their experience as the company transforms itself under leadership of its Founder and MD, Jignesh Shah, in to technology partner to build and power new generation digital enterprises that will emerge over next 10 years as part of his vision Digital India @ 2025. Prashant Desai is a thorough industry professional and has played key role in IR and M&A over past year at FTIL."

Mr Jignesh Shah Founder and MD of FTIL also congratulated the new Board of Directors and said, "I have no doubt that the new Board coupled with FTIL’s technology, scale and execution capabilities can significantly contribute in creating & powering at least 100 new digital leaders in 10 key sectors over next 10 years. These new Digital Disruptors will be the bellwether of inclusive development and growth besides creating a domino effect in the ecosystem that will be breeding ground to more new entrepreneurs, start-up’s and job creation and will become the showcase of Digital India by 2025."

Mr Berjis Desai said, “FTIL is a global leader in building robust, enterprise class, scalable and cost efficient technology for developing but fast growing markets like India, SE Asia, Middle East and Africa and I’m excited to be part of its Board as the company embarks on its journey to shift orbit and become preferred technology partner for India’s next emerging tech-enabled giants in key vertical sectors, in line with its Founder’s vision of Digital India @ 2025."

Mr Anil Singhvi said, "I believe, FTIL with its world class Talent, Technology, Capital, Infrastructure and Leadership is ideally poised to become the obvious choice as partner for entrepreneurs and organizations, who would rather outsource the services and conserve the resources to scale up their business. I’m excited about the journey ahead and optimist about FTIL Management team’s ability to execute on Founder’s Vision of Digital India @ 2025".

Mr Prashant Desai added to their view saying, "Despite the recent challenges, there is renewed positive energy within all corners of FTIL. The team is confident of its ability and is confident that FT 3.0 will emerge as a unique Indian IT company focused on ‘technology + innovation+ enterprise’ DNA of FTIL and in the process create significant shareholder value. I am very happy to be on the Board."

Subsuming the views and quotations, the metamorphosis of FTIL with the latest FT 3.0 technology complemented their views and space-age vision for FTIL, to enthuse stakeholders with realistic growth that is expected to be exponential in the coming times. 

New rollers of developments at FTIL

The week gone by has brought in new waves of optimism for FTIL. FTIL turned new leaves with a distinct step forward – the expansion of FTIL Board, having inducted industry leaders commanding colossal wealth of experience in the business spectrum. Among the inducted directors were Mr.Anil Singhvi, Mr. Berjis Desai and Mr. Prashant Desai. The former MD and CEO of Ambuja Cement, Anil Singhvi will be part of the Board of Directors along with the founder of the law firm – J Sagar Associates, Mr. Berjis Desai, as non-independent and non-executive directors. The investor relation expert, Mr. Prashant Desai will be on FTIL Board as an executive director.  

Empowering the board with more able hands to ripple FTIL’s progression was, evidently, the core objective. All three of them have hailed as exceedingly successful leaders in their fields of functionality. Their credentials have led numerous organisations to the pinnacle of accomplishments.

Bergis Desai – a law graduate from the Mumbai University and a post-graduate in law from Cambridge University, UK, was the managing partner of J. Sagar Associates, a national law firm, with the strength of over 300 lawyers, since April 2003. He specializes in financial and international business laws and international commercial arbitration. He is also a director of leading companies including The Great Eastern Shipping Company Ltd., Praj Industries Ltd., Emcure Pharmaceuticals Ltd., Edelweiss Financial Services Ltd. and Adani Enterprises Ltd.

Mr. Anil Singhvi, a chartered accountant, is the Chairman of Ican Investments Advisors Pvt. Ltd., with over 30 years of experience in corporate sector, which constitutes 22 years of extensive experience having worked with Ambuja Cements Ltd. where he excelled to the high echelon of MD & CEO. By worthy organic and inorganic strategies, the company grew from less than one million to 20 million tonnes, wherein he played a crucial role in the sale of Ambuja & ACC to Holcim, with a transaction value of over $ 2 billion. His approach was multidimensional, having conceptualised and advised merger of Enam with Axis, a deal that involved about US $ 500 million, and having founded IIAS (Institutional Investor Advisory Services India Ltd.), proxy advisory company for Institutional Investors.

It was a ground-breaking determination for refining corporate governance and accountability of the corporates. IIAS covers over 300 large Indian corporates and advises Investors on the issues of corporate governance and voting. Apart from being Corporate & PE Advisor, he is also on the board of various companies viz. Hindustan Construction Co. Ltd., Capital First Ltd., Subex Ltd, Greatship (India) Ltd., Lavasa Corporation Ltd.

Mr. Prashant Desai commands 20 years of valuable experience, which constitutes 10 years in investor’s relation. He is an associate chartered accountant and ranked 4^th, whilst graduating in cost & work accountant. He founded Seagull IR Solutions Pvt. Ltd., which happens to be one of India’s leading investor relations companies. It has represented numerous companies viz. Financial Technologies (India) Ltd. (FTIL), Pipavav Defense, Phoenix Mills, Talwalkars. Provogue, Prozone CSC, Everstone, Dhunseri Petrochem, DQ Entertainment, Supreme Infrastructure and many more. Before this stint, he headed IR

& Investments at Future Group (Pantaloons Retail, Future Capital Holdings & Future Ventures, Mumbai). He was also head of research at Rare Enterprises, a Rakesh Jhunjhunwala partnership firm, in Mumbai. He was also a board member in Pantaloons, Talwalkars, Future Staples, Future E-Commerce, Pan-India Foods and Industree Crafts. He was President, Mergers & Acquisition and investor Relations at FTIL, since December 2012. He also represents FTIL on the boards of Dubai Gold & Commodity Exchange, Bourse Africa Ltd., Mauritius and Bahrain Financial Exchange, Bahrain.

The new inclusions to the FTIL Board were welcomed by all in FTIL, particularly, by the founder and MD of FTIL – Mr. Jignesh Shah and Mr. Venkat Chary, IAS (Retd), ex-Chairman FMC and Chairman FTIL.