9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2020 (3) TMI 708 - AT - Companies LawOppression and mismanagement - Disqualification of 2nd to 28th Respondents (Appellants herein) for acting in an oppressive manner prejudicial to the interest of the public and the appointment of government nominees on the Board of '63 Moons Technologies Limited' 1st Respondent Company - HELD THAT - The Respondent No. 1- '63 Moons Technologies Limited' and Respondent No. 2-Mr. Jignesh Prakash Shah or other Respondents who were functioning against one or other post in '63 Moons Technologies Limited' cannot say that they had no knowledge about 'National Spot Exchange Limited' who has 100% shareholding in NSEL. The report of the forensic audit conducted on 21st September, 2013 shows the damning facts and figures as to the real operations of 'National Spot Exchange Limited' (29th Respondent). It shows that they are not a commodity exchange, but an illegal financing scheme, and that no commodities were really in stock - thus, it cannot be stated that the Tribunal has not formed opinion that the action of the Company and particularly its subsidiary Company 'National Spot Exchange Limited' (29th Respondent) has been conducted in a manner prejudicial to the public interest. As there is a dispute about the dates of their appointment functioning as Directors of the Company as given by the Appellants and as recorded by the Tribunal, we are of the view that their matter should be reconsidered by the Tribunal to find out whether they were engaged after 31st July, 2013 or prior to the same. Appeal disposed off.
Issues Involved:
1. Disqualification of Directors 2. Appointment of Government Nominees 3. Liability of Directors of Financial Technologies (India) Limited (FTIL) 4. Knowledge and Involvement in Mismanagement 5. Public Interest and Winding Up Issue-wise Detailed Analysis: 1. Disqualification of Directors: The National Company Law Tribunal (NCLT) disqualified past board directors of 63 Moons Technologies Limited (formerly Financial Technologies (India) Limited) appointed before 31st July 2013. The grounds for disqualification included: - The use of proprietary software by National Spot Exchange Limited (NSEL), a subsidiary of 63 Moons Technologies Limited. - The power of 63 Moons Technologies Limited to elect/nominate the board of directors in NSEL. - Regular discussions of NSEL-related issues in the board meetings of 63 Moons Technologies Limited. - Actions of the concerned directors adversely affecting public interest and the credibility of the Indian financial system. - Undermining public confidence and delaying the development of commodity markets. - Failure to exercise due diligence, resulting in the suspension of trade in NSEL and adversely affecting stakeholders. 2. Appointment of Government Nominees: The NCLT allowed the government to nominate not more than three directors to the board of 63 Moons Technologies Limited to safeguard the interests of stakeholders and protect the company's investments in its subsidiaries. 3. Liability of Directors of Financial Technologies (India) Limited (FTIL): The Union of India categorized the liability of FTIL directors into three groups: - Directors before 31st July 2013: They were held liable due to the control FTIL had over NSEL and the non-arm's length transactions between the two entities. - Directors after 31st July 2013: They were also held liable as they defended the actions of the previous board and failed to exercise due diligence. - Key managerial personnel: They were held liable regardless of the period they occupied the post due to their control or influence over the company's affairs. 4. Knowledge and Involvement in Mismanagement: The Union of India argued that FTIL and NSEL were a single economic unit, and the directors had full knowledge of the fraudulent activities. The forensic audit report highlighted that NSEL was not a commodity exchange but an illegal financing scheme with no real commodities in stock. The directors' negligence enabled frauds to be committed, leading to significant losses for stakeholders. 5. Public Interest and Winding Up: The NCLT found that the actions of FTIL and NSEL were conducted in a manner prejudicial to public interest. The tribunal emphasized that winding up the company would unfairly prejudice the members, but the facts justified such an order on just and equitable grounds. The tribunal upheld the disqualification of certain directors and the appointment of government nominees to the board of 63 Moons Technologies Limited. Separate Judgments: - The appeals filed by Mr. Anil Chandanmal Singhvi, Mr. Devendra Kumar Agrawal, Mr. Sunil Hasmukhlal Shah, Mr. Jigish Shantilal Sonagara, Mr. Berjis Desai, Ms. Nisha Dutt, and Mr. Prashant Desai were allowed, setting aside their disqualification. - The appeals filed by Mr. Manjay Prakash Shah, Mr. Dewang Sunderraj Neralla, Mr. Jignesh Prakash Shah, and 63 Moons Technologies Limited were dismissed. Conclusion: The NCLT's decision to disqualify certain directors and appoint government nominees was upheld, while the disqualification of directors appointed after 31st July 2013 was set aside. The tribunal's findings emphasized the need to protect public interest and restore confidence in the financial system.
|
