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 PUNE STOCK EXCHANGE LIMITED (CORPORATISATION AND DEMUTUALISATION) SCHEME, 2005.
S. O. 1202 (E). 1.0 Pune Stock Exchange Limited (hereinafter referred to as ‘PSE’), registered under the Companies Act, 1956 as a company limited by guarantee, is a recognised stock exchange having its principal place of business at Shivleela Chambers, 752, Sadashivpeth, R.B. Kumthekar Marg, Pune – 411 030. It is required to be corporatised and demutualised in accordance with the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as the ‘SCRA’).
2.0 PSE, vide its letter dated January 28, 2005 submitted a Scheme for its corporatisation and 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 letter dated May 25, 2005 advised PSE to submit a revised Scheme after taking into account the provisions of the BSE (Corporatisation and Demutualisation) Scheme, 2005 that may be relevant and applicable to PSE.
3.0 Accordingly, PSE, vide its letter dated June 14, 2005 submitted a revised scheme for its corporatisation and demutualisation after taking into account the provisions of the BSE Scheme. SEBI made enquiries from PSE through a meeting on June 23, 2005. Based on the discussions during the said meeting, PSE desired to resubmit the scheme. Vide letter dated June 28, 2005, it submitted a further revised scheme (hereinafter referred to as ‘the Scheme’) for its corporatisation and demutualisation to SEBI for approval.
4.0 The Scheme, inter alia, provides for the re-registration of PSE as a company limited by shares, segregation of ownership and management from the trading rights of the members, restriction on voting rights of the 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 PSE.
5.0 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.
6.0 PSE 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.
7.0 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.
8.0 The Scheme shall come into effect on the day of its publication in the Official Gazette.
F. No. SEBI/MRD/48109 /2005
M. DAMODARAN
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA
Encl: Annexure - A