DOES FORCED MERGER OF NSEL-FTIL TAKE INTO ACCOUNT PUBLIC INTEREST OF ONLY TRADING CLIENTS?

Catalogue  Is Public Interest defined under the Section 396 of the Companies Act?  Public interest disregarded  When Can Two Companies Merge?  Trading Clients Are Not Investors  Shareholders Interest Is Crucial

Is Public Interest defined under the Section 396 of the Companies Act?  While determining “public interest”, interest of all the concerned should be taken into account in a transparent manner  Public Interest is not defined under the Section 396 of the Companies Act, 1956 (Act)  It should not appeal/safeguard only to certain class of public to the prejudice of others

Public interest disregarded  Forced Merger completely disregards the interest of more than 63,000 public shareholders of FTIL  employees of FTIL, lenders, vendors & other stakeholders of FTIL are ignored to allegedly protect the interest of 781 HNI, sophisticated Trading Clients, who account for 66% of the total outstanding

When Can Two Companies Merge?  Under the Companies Act, the Central Government can merge two companies only if such merger is "essential in the public interest“  The interest of the 13,000 clients of the brokers who traded on NSEL platform for higher returns cannot be termed as “public interest”  Bombay High Court, in its order dated 22 August 2014 has questioned whether these Trading Clients are ‘genuine investors’

Trading Clients Are Not Investors  Trading clients are neither creditors of NSEL nor did they invest in FDs/Debentures in NSEL  No “interest” was paid to Trading Clients by NSEL and hence they are not investors as they wrongly call themselves

Shareholders Interest Is Crucial  The interests of more than 63,000+ public shareholders of FTIL are equally important and construe “public interest”  The Draft Order of MCA, dated , proposing merger of NSEL with FTIL under the pretext of public interest is not legally tenable