GST Helpdesk   Subscription   Demo   New User   Login      
Tax Management India .com
TMI - Tax Management India. Com
Extracts
Home List
← Previous Next →

Assessment Order under sub-section (3) of section 396 of the Companies Act 1956 read with rule 12-A of the Companies(Central Government s) General Rules and Forms1956 in the matter of proposed amalgamation of National Spot Exchange Limited(dissolved company) with its holding company Financial Technologies (India) Limited (transfree company)

Assessment Order under sub-section (3) of section 396 of the Companies Act, 1956 read with rule 12-A of the Companies(Central Government s) General Rules and Forms,1956 in the matter of proposed amalgamation of National Spot Exchange Limited(dissolved company) with its holding company, Financial Technologies (India) Limited (transfree company) - Companies Law - S.O. 924(E), - Dated:- 1-4-2015 - MINISTRY OF CORPORATE AFFAIRS ORDER New Delhi, the 1st April, 2015 S.O. 924(E),-In exercise of powers .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

t of the following, namely:- In the matter of: Proposed Amalgamation of National Spot Exchange Limited (dissolved company) with its holding company, Financial Technologies (India) Limited (transferee company), under section 396 of the Companies Act, 1956 (1 of 1956) And In the matter of: Assessment of compensation to members and creditors of National Spot Exchange Limited (dissolved company) in terms of sub-section (3) of section 396 of the Companies Act, 1956 (1 of 1956) 1. Whereas the Central .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

, challenging the said draft order issued by the Central Government. The Hon'ble Bombay High Court in its hearing held on 27th November, 2014, inter-alia, directed the parties to maintain 'status quo' and no further steps shall be taken by the Central Government till next date of hearing and on 22nd December, 2014, ordered for the continuation of status quo order passed on 27th November, 2014 till next date which was fixed for 4th February, 2015. The Hon'ble High Court in its hea .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

est in or rights against the company resulting from the amalgamation as he had in the company of which he was originally a member or creditor; and to the extent to which the interest or rights of such member or creditor in or against the company resulting from the amalgamation are less than his interest in or rights against the original company, he shall be entitled to compensation which shall be assessed by such authority as may be provided by rules. 4. And whereas, in accordance with the rule .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

A of the Companies (Central Government's) General Rules and Forms, 1956 read with the provisions of sub-section (3) of section 396 of the Companies Act, 1956 (1 of 1956) vide order No. A-22011/1/2014-Ad-II dated the 27th October, 2014 and hence the undersigned is competent to pass this for Assessment. 6. And whereas the Central Government, vide its letter No. 3/170/2014-CL.II dated the 20th November, 2014, appointed M/s Lodha & Co., Chartered Accountants as an Independent Valuer to deter .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

of the valuation conducted by M/s Lodha & Co, Chartered Accountants. 8. And whereas, FTIL is a listed company and is having paid-up capital of ₹ 9,21,57,074 divided into 4,60,78,537 equity shares with a face value of ₹ 2 each as on 30th September, 2014 . 9. And whereas NSEL is an unlisted company and has filed its Annual Accounts as at 31st March, 2013 only and the financial data is available only up to this date. However, the management and the auditors have withdrawn reliance o .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

(India) Limited 4,49,99,895 44,99,98,950 National Agricultural Cooperative Marketing Federation of India Limited (NAFED) 100 1,000 Jignesh Prakash Shah (nominee of FTIL) 1 10 Arshad Mohamed Khan (nominee of FTIL) 1 10 Manjay Prakash Shah (nominee of FTIL) 1 10 V. Hariharan (nominee of FTIL) 1 10 Joseph Daniel Massey (nominee of FTIL) 1 10 Total 4,50,00,000 45,00,00,000 10. And whereas it is provided in clause (b) of Para 3 of the draft order of amalgamation dated the 21st October, 2014 that all .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

he range of ₹ 0 (Zero) to 77 (Rupees seventy seven only) considering four various scenarios of which only two have been recommended by the valuers and also considering the fact that the management of NSEL and auditors have withdrawn reliance on the financials for Financial Year 2012-13. 12. And whereas the independent valuers have arrived at the fair value of NSEL in the range of ₹ 0 (zero) to ₹ 77.40 per share in the following two scenarios, namely:- (a) fair value has been ar .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

ers (borrowers) considering the recovery trend except to the extent of ₹ 371.64 crore which has been recovered till valuation date. 13. And whereas on the basis of the valuation conducted, the independent valuers have recommended swap ratio of 0 (Zero) to 3 (Three) fully paid up equity shares of ₹ 2 each of FTIL to be issued in exchange of Eight fully paid up equity shares of ₹ 10 each of NSEL. 14. Now, therefore, in exercise of the powers conferred by sub-section (3) of sectio .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

r of and vesting of the properties, assets, liabilities and undertaking of the NSEL (dissolved company) in the FTIL (resulting company) in terms of the final order, the resulting company shall without any further act or deed, issue and allot three fully paid-up equity shares of rupees two each for every eight equity shares of ₹ 10 each held in the dissolved company, holding fully paid up equity shares and whose names appear in the Register of Members of the dissolved company on the record .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

31st March, 2012. The Financial Statements for the financial year 2012-13 have since been withdrawn by the auditors and the management of NSEL. The alternative fair value of NSEL at ₹ 0 (zero) arrived at by the valuers in the other scenario as enumerated at clause (b) of para 12 above has not been considered because of the fact that the issue of liabilities pertaining to investors is presently subject matter of dispute. A better of the two alternatives is considered in the interest of the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

IL (transferee company) and five shares, one each held by each of its nominees, shall be cancelled. (e) Compensation to be discharged by transferee company- Name of Shareholders No. of shares held (Equity shares of ₹ 10 each) Amount Compensation (No. of shares of Transferee Company) National Agricultural Cooperative Marketing Federation of India Ltd. (NAFED) 100 1,000 37.5 Total Share to be issued by FTIL (rounded off) 38 (2) Assessment of compensation to Creditors of NSEL: - As far as the .....

X X X X X X X

Extract - Part text only
Click here to Access Full Contents

X X X X X X X

 

 

 

 

 



|| Home || Acts and Rules || Notifications || Circulars || Schedules || Tariff || Forms || Case Laws || Manuals ||

|| About us || Contact us || Disclaimer || Terms of Use || Privacy Policy || TMI Database || Members || Site Map ||

© Taxmanagementindia.com [A unit of MS Knowledge Processing Pvt. Ltd.] All rights reserved.

Go to Mobile Version