NSEL crisis: Ministry probe finds corporate governance lapses

PTI Posted online: Friday, Nov 29, 2013 at 0000 hrs
New Delhi : An inspection by the Corporate Affairs Ministry has found that NSEL's board failed to perform their duties towards shareholders in violation of regulations, sources said.

The report of inspection, carried out by the Registrar of Companies (RoC), Mumbai, was recently submitted to the Ministry and suggested that appropriate action be taken for violations by National Spot Exchange Ltd (NSEL).

Spot commodity exchange NSEL, part of Jignesh Shah-led Financial Technologies Group, is grappling with a Rs 5,600 crore payment crisis after it suspended trade on July 31 on government direction.

It has already seen major fallouts with rejig of boards at the exchange as well as at some other group companies.

Sources said that the inspection of books of NSEL, as directed by the Corporate Affairs Ministry, found lapses on the part of the board of directors in carrying out their duties towards protecting interests of shareholders.

According to sources, there has been corporate governance failure at multiple levels, including lack of transparency, integrity, compliance and ethics.

Sources said that the exchange did not set up many committees as required under regulations. These include panels on trading and vigilance.

There have been discrepancies in the minutes of board meetings and it has been found that the board did not discuss the exchange's compliance with various rules such as those related to admission of new members, they added.

Many of the NSEL directors, including Jignesh Shah and Joseph Massey, were holding common directorship in group companies of Financial Technologies and they cannot claim to be not aware about happenings at the exchange, sources said.

The inspection of books was ordered under Section 209 A of the Companies Act.

When contacted, an NSEL official declined to comment.

Shankarlal Guru, Non-Executive Chairman of NSEL resigned in August. Ramanathan Devarajan and B D Pawar, both non-executive directors on the board of NSEL, have also quit.

In the wake of the payment crisis, NSEL has come under the scanner of multiple agencies, including the Economic Offences Wing of the Mumbai Police. The wing has arrested five persons, including Anjani Sinha, former MD & CEO of NSEL, in connection with the case.

The EOW charged NSEL promoters, directors and defaulters with cheating, forgery, breach of trust and criminal conspiracy, among others.

Earlier this month, Corporate Affairs Minister Sachin Pilot had said that certain entities were under scrutiny with regard to NSEL issue.

"(For) entities that need to be scrutinised further, I am not saying investigate but scrutinise for any complaint that we receive, it is incumbent on us to take action with regard to compliance. That process is on," the Minister had said without taking any names.