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Order 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.

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..... quired to be corporatised and 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 sche .....

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..... t 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/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 .....

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..... all be re-registered as a company limited by shares, in pursuance of clause 3 of this Scheme. 2.7 Words and expressions used and not 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, .....

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..... he face value of ₹ 10/- each for cash at par of VSE. 5.2 VSE shall allot the equity shares to the entitled Members or their nominees, as the case may be, by the Due Date: Provided 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, .....

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..... VSE may, with the prior approval of SEBI, grant additional privileges to those Trading Members who were Members on the day preceding the date of re-registration. 7.7 Trading Members on the Due Date shall continue to have the same rights and privileges 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 tra .....

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..... of the Due Date, subject to the prior approval of SEBI, transfer the duties and functions of the clearing house of VSE to a clearing corporation, recognised under SCRA. 10.2 Until the duties and functions of the clearing house are transferred as provided in clause 10.1, the clearing and settlement functions 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 rese .....

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