GAZETTE OF INDIA
EXTRA-ORDINARY
PART II - SECTION 3- SUB-SECTION (ii)
PUBLISHED BY AUTHORITY
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 29th August, 2005
SECURITIES AND EXCHANGE BOARD OF INDIA, MUMBAI
ORDER UNDER SECTION 4B (6) READ WITH SECTION 4B (7) OF THE SECURITIES CONTRACTS (REGULATION) ACT, 1956 IN THE MATTER OF THE BANGALORE STOCK EXCHANGE LIMITED (DEMUTUALISATION) SCHEME, 2005.
S. O. 1205 (E). 1.0 The Bangalore Stock Exchange Limited (hereinafter referred to as the ‘BgSE’), registered under the Companies Act, 1956 as a company limited by shares, is a recognised stock exchange having its Registered Office at Stock Exchange Towers, 51, 1st Cross, J.C.Road, Bangalore – 560 027. It is required to be demutualised in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as the ‘SCRA’).
2.0 BgSE, vide its letter dated January 29, 2005 submitted a scheme for its demutualisation for approval to the Securities and Exchange Board of India (hereinafter referred to as the ‘SEBI’) in terms of sub-section (1) of section 4B of the SCRA. SEBI vide its letter dated May 25, 2005 advised BgSE to submit a revised scheme taking into account those provisions of the BSE (Corporatisation and Demutualisation) Scheme, 2005, which may be relevant and applicable to BgSE.
3.0 Thereafter, BgSE, vide its letter dated June 13, 2005 submitted a revised scheme after taking into account the provisions of the BSE scheme. SEBI made enquiries and obtained information from BgSE through a meeting on June 27, 2005. Based on the discussions during the said meeting, BgSE desired to resubmit the scheme.
4.0 Accordingly, BgSE, vide its letter dated June 30, 2005 submitted a further revised scheme (hereinafter referred to as ‘the Scheme’) for its demutualisation to SEBI for approval in accordance with the provisions of the SCRA.
5.0 The Scheme, inter alia, provides for the segregation of ownership and management from the trading rights of the members, restriction on voting rights of shareholders who are also trading members, composition of the Governing Board, etc. in accordance with the provisions of Section 4B (6) of the SCRA, utilisation of assets and reserves and other matters required for the purpose of and in connection with the corporatisation and demutualisation of BgSE.
6.0 SEBI, having considered the Scheme and on being satisfied that it would be in the interest of the trade and also in the public interest, hereby approves the Scheme with minor modifications. The approved Scheme is enclosed as Annexure - A .
7.0 BgSE shall ensure compliance with the Scheme within the time as specified in the Scheme and shall not do anything contrary to the provisions of Scheme and submit compliance report to SEBI in the manner as may be specified by SEBI.
8.0 SEBI reserves the right to amend, alter or modify the Scheme in the interest of the trade and in the public interest and in furtherance of the objectives of the corporatisation and demutualisation of the stock exchange.
9.0 The Scheme shall come into effect on the day of its publication in the Official Gazette.
F. No. SEBI/MRD/48115 /2005
M. DAMODARAN
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA
Encl: Annexure - A