CO2 Technologies Limited provides various fintech and software innovation solutions. The Company was engaged by Energy Infra Exchange Limited, an exchange for carbon credits in India. The founder and chairman of CO2 Tech
CS Professional · Multidisciplinary Case Studies · PYQS · June 2021
CO2 Technologies Limited provides various fintech and software innovation solutions. The Company was engaged by Energy Infra Exchange Limited, an exchange for carbon credits in India. The founder and chairman of CO2 Technologies Limited, Ziruch was convicted of fraud. Upon investigation, it was found that the fraud committed by Ziruch perpetrated through multiple layers impacting both the Company and Energy Infra Exchange Limited. Taking into consideration the provisions of the Companies Act, the Government of India ordered compulsory amalgamation of the CO2 Technologies Limited and Energy Infra Exchange Limited. Evaluate in background of decided case law(s).
Answer & Explanation:
The facts of the present case is similar to the case of 63, Moons Technologies Ltd (formerly Financial Technologies (India) Ltd. v. Union of India & Ors (Bombay High Court) . There is sufficient material on record on basis of which the Central Government has subjectively satisfied itself that the amalgamation is essential in public interest to facilitate recoveries of dues from defaulters from pooling human and financial resources of Financial Technology India Limited (FTIL) and National Spot Exchange Limited (NSEL). Despite claims by NSEL that it has the means to and it has been rigorously pursuing recoveries, the fact remains that the position of recoveries is not very promising and may further deteriorate if only NSEL has to fend for itself. In such matters, it is not sufficient that some decrees or attachment orders are obtained. This is also not an issue of mere recoveries but this is an issue of investor confidence in the very functioning of stock and commodity exchanges. If the Central Government, were not to act in a situation of this nature, investor confidence would certainly be a casualty. Such a situation then, has a cascading effect, which is by no means conducive to the national economy. The Central Government, in making the impugned order has balanced the interests of the two companies, its shareholders, creditors and employees on one hand and the interests, not only of the investors who may have claims, but also, of the investing public, which is required to be given the confidence that the Central Government will act to see that a holding company does not take shelter behind its wholly owned subsidiary and thereby shirk responsibility in the wake of such an unprecedented payment crisis. The three grounds or reasons stated in the impugned order, in our opinion, were sufficient to arrive at the subjective satisfaction that it was essential in public interest to order the amalgamation of the two companies. This is not a case of exercise of powers for any extraneous considerations or alien purposes.
Topics: Company Law
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