A scheme of arrangement under the Companies Act can be sanctioned if it is supported by a requisite majority of creditors, provided it is fair, reasonable, and compliant with statutory procedures.

ORDER

1. The present petition seeks sanction of the Composite Scheme of Arrangement between NATIONAL SPOT EXCHANGE LIMITED having CIN : U51100MH2005PLC153384 (“Petitioner Company/ NSEL”) and their Respective Creditors from this Tribunal under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 and the rules and regulations made thereunder, further seeking relief as under:

a. That this Tribunal be pleased to sanction the Scheme of Arrangement between National Spot Exchange Limited and its Specified Creditors under Sections 230 and other applicable provisions of the Companies Act, 2013 and declare the same to be binding on both the Petitioner Company and all its Specified Creditors;

b. Liberty be granted to the Petitioner Company to file the Satisfaction of Conditions Affidavit before this Hon'ble Tribunal as contemplated in Clause 17.1 of the Scheme;

c. Liberty be granted to the Petitioner Company to apply to this Hon'ble Tribunal in the above matter for any direction that may be necessary.

2. The Petitioner Company was incorporated on 18^th May 2005 as a Public Limited Company. The authorised share capital of the Company as on 31^st March 2024 is Rs. 4,60,00,00,000/- (Rupees Four Hundred and Sixty Crores only). The issued, subscribed and paid-up capital of NSEL as on 30^th September 2024 is Rs. 3,59,47,90,540/- (Rupees Three Hundred Fifty- Nine Crores Forty-Seven Lakhs Ninety Thousand Five Hundred Forty only). In total 35,94,78,954 equity shares are held by 63 moons technologies ltd. (“63 moons”) along with its nominees constituting 99.99% of the paid-up capital of NSEL. 63 moons is a public listed company incorporated under the 1956 Act. The Petitioner Company operated an electronic exchange platform for commodity trading. A Gazette Notification dated 05^th June 2007 exempted "forward contracts of one-day duration” on Petitioner Company’s platform from Forward Contract Regulations Act, 1952 provisions subject to conditions. Petitioner Company framed its Byelaws and Rules accordingly, and trading commenced in October 2008.

Facts leading to Proposed Scheme of settlement

3. The Department of Consumer Affairs (“DCA”) dated 12^th July 2013, instructed NSEL to suspend all forward contracts and to ensure that all existing contracts were settled as per their due dates. Consequent to this regulatory instruction, NSEL announced the closure of trading in all paired contracts with effect from 31^st July 2013. As a result of this default by the 24 Members of NSEL, there was a failure in making pay-outs to their counter-party Members of NSEL/ Brokers, resulting in a payment default of about Rs. 5,402.71 Crores towards the traders.

4. The purported payment defaults on the NSEL platform in August 2013 led to widespread litigation involving multiple stakeholders, including traders, brokers, and Petitioner Company's parent company, 63 moons. The traders, who suffered financial losses due to the default, have ongoing claims that remain disputed, particularly by the Petitioner Company, 63 moons, and associated entities. Litigation proceedings have remained pending for more than 11 years.

5. A committee appointed by NSEL had found that the Payment Default occurred due to the connivance of some of the employees of . NSEL with the Defaulters and the Defaulters' Associates by deviating from the Rules, Bye-Laws and Regulations of NSEL which were otherwise in place. NSEL had therefore filed a complaint with the EOW. The reason for the Payment Default is otherwise a subject matter of dispute inter alia between the Traders, Brokers, Defaulters and 63 moons' Group.

6. Soon thereafter, 2 out of the 24 Members of NSEL who defaulted in honouring their respective pay-in obligations as stated above, paid the amounts due from them and the balance 22 failed to honour their payment commitment. These 22 Members of NSEL were declared as 'defaulters' in terms of NSEL s rules and bye-laws.

7. The Payment Default led to the initiation of several civil and