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October 27, 2014

The Dangerous Shotgun Wedding of Financial Technologies with NSEL

In a "shotgun wedding", the long term ramifications of which were somewhat drowned amidst the Diwali break last week, the Union Government has ordered the forced merger of two private sector companies in "public interest": National Spot Exchange Ltd (NSEL) with its publicly traded parent company - Financial Technologies (FTIL).

Creditably, Mint had front paged a well argued opinion piece (by Mobis Philipose) titled "Order violates fundamental principles of rule of law". Extracts (emphasis mine):
Here’s the main problem: the government is forcing a parent company to take on the liability of a subsidiary company, ignoring the fact the subsidiary was formed as a separate entity precisely so that the parent company’s liability is limited to the extent of its investment in the firm.

... who’s to say that the dues of investors in NSEL’s products serve a greater public interest than the interests of FTIL’s minority shareholders? An argument is being made by NSEL investors that about 85% of FTIL’s shares are held by a few large shareholders and the over 55,000 other shareholders hold less than 15% in the company. But can it be concluded that the interests of these small shareholders don’t matter?

...Of course, all this is not to say that NSEL’s investors shouldn’t be paid back their dues. But two wrongs don’t make a right. If the government is keen on the recovery of the dues of NSEL investors, it must act tough against NSEL’s management, the FTIL directors who were involved in the running of the spot exchange, including Shah, as well as the defaulting companies who owe the exchange large sums of money.

...In both the FTIL and DLF cases, fundamental principles about corporate limited liability, the rights of minority shareholders and property rights appear to have been violated. Unless corrected, they may well deal a blow to investor sentiment. It will very probably now be up to the courts to uphold these basic rules.
Update: Venkat Chary, chairman and independent non-executive director, FTIL, and former chairman, Forward Markets Commission (FMC), makes some additional points in interview to the Business Standard..

Will this case become another Vodafone? Hopefully, better sense will prevail.

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