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TMI BlogOrder under section 4b (6) read with section 4b (7) of the Securities Contracts (Regulation) Act, 1956 in the matter of the Vadodara Stock Exchange Limited (Corporatisation and Demutualisation) Scheme, 2005.X X X X Extracts X X X X X X X X Extracts X X X X ..... d demutualised in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as the 'SCRA'). 2.0 VSE, vide its letter dated January 31, 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 its letter dated May 25, 2005 advised VSE 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 VSE. 3.0 Thereafter, VSE, vide its letter dated June 11, 2005 submitted a revised scheme. SEBI made enquiries and obtained ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ation 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/49397/2005 M. DAMODARAN, Chairman Encl: Annexure A Annexure A THE VADODARA STOCK EXCHANGE LIMITED (CORPORATISATION AND DEMUTUALISATION) SCHEME, 2005 1 Title and Commencement 1.1 This Scheme shall be called the Vadodara Stock Exchange Limited (Corporatisation and Demutualisation) Scheme, 2005 (hereinafter referred to as "this Scheme"). 1.2 This Scheme shall have effect on its publication under sub-section (4) of Section 4B of the Securities Contracts (Regulation) Act, 1956 (hereinafter referred to as the "SCRA"). 1.3 Vadodara Stock Exchange Limited (hereinafter referred to as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... t defined in this Scheme but defined in the Securities and Exchange Board of India Act, 1992, the Depositories Act, 1996, the SCRA, the Companies Act, 1956, the Rules and Regulations under these Acts, Memorandum and Articles of Association, the Rules, Bye-Laws and Regulations of VSE shall have the same meanings respectively assigned to them in the above mentioned Acts, Memorandum and Articles of Association, Rules, Bye-Laws and Regulations. 3 Re-registration 3.1 VSE shall get itself re-registered, prior to the Due Date, as a company limited by shares under section 12 of the Companies Act, 1956, in the name and style of "Vadodara Stock Exchange Limited" in accordance with section 32 of the Companies Act, 1956. 3.2 The Members, as may be i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d that the allotment shall be held in abeyance * till the suspension continues in respect of a Member suspended by VSE/SEBI and * till final settlement by the competent court in case of pending litigation relating to membership; Provided further that a Member having outstanding dues towards VSE shall be allotted shares on clearing the dues within 6 months from Due Date. 5.3 The invitation to subscribe to, and the offer, issue and allotment of equity shares of VSE pursuant to this clause shall not be considered as being an invitation, offer, issue or allotment to the public. 6 Demutualisation 6.1 A Trading Member may or may not be a Shareholder. 6.2 A Shareholder may or may not be a Trading Member. 7 Trading Rights 7.1 A Member, w ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in respect of their clients and constituents and other Members arising out of or under any act, omission or contract or law, notification, order, direction etc. as had accrued to them while trading on VSE before Due Date. 7.8 Trading Members shall be bound by all obligations and liabilities towards their clients and constituents, SEBI, VSE and other authorities or other persons arising out of or under any act, omission or contract or law, notification, order, direction etc. while trading on VSE before Due Date. 8 Shareholding Rights 8.1 VSE shall ensure that at least 51% of its equity shares are held by public other than shareholders having trading rights in the manner and within the period prescribed in sub-section (8) of section 4B of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ons in relation to trading on VSE shall be carried out by the clearing and settlement mechanism as used by VSE at present or in such other manner as the Governing Board may determine. 11 Utilisation of Assets and Reserves 11.1 VSE shall not do anything contrary to the provisions of section 4B(3) of the SCRA. 11.2 Without prejudice to the generality of the provisions in clause 11.1, VSE shall not use the assets and reserves as on the date of publication of this Scheme or the proceeds from disposal of such assets or the proceeds from disposal of successive species of assets acquired from the proceeds of disposal of such assets for any purpose other than discharging the current liabilities outstanding as on the date of publication of this S ..... X X X X Extracts X X X X X X X X Extracts X X X X
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