TMI BlogOrder under Section 4B (6) read with Section 4B (7) of the Securities Contracts (Regulation) Act, 1956 in the matter of the Inter-Connected Stock Exchange of India Limited (Corporatisation and Demutualisation) Scheme, 2005.X X X X Extracts X X X X X X X X Extracts X X X X ..... rd 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 ISE 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 ISE. 3.0 Thereafter, ISE, vide its letter dated June 11, 2005, submitted a revised Scheme for its corporatisation and demutualisation after taking into account the provisions of the BSE Scheme. SEBI made enquiries and obtained further information from ISE through discussions with it. The Scheme was discussed in a meeting with the Officials of ISE on June 23, 2005. Based on the discussions during the said meeting, ISE desired to resubmit the Scheme. 4.0 Accordingly, ISE, vide its letter dated July 11, 2005 submitted a further revised scheme (hereinafter referred to as the Scheme ) for its corporatisation and demutualisation to SEBI for approval in accordance with the provisions of the SCRA. 5.0 The Scheme, inter alia, provides for the re-registration of ISE as a company limited by shares, segregation of ownership and management from the trading r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ans the date, as may be determined by the Governing Board, which shall not be later than 3 months from the date of publication of the Order under sub-section (7) of section 4B of the SCRA. 2.2 Governing Board means the Board of Directors of ISE. 2.3 Inter-connected Stock Exchange of India Limited (ISE) means the company limited by guarantee incorporated under section 12 of the Companies Act, 1956, having its principal place of business at International Infotech Park, Tower 7, 5th Floor, Vashi, Navi Mumbai 400 703 and recognised as a Stock Exchange under the SCRA, and which shall be re-registered as a company limited by shares, in pursuance of clause 3 of this Scheme. 2.4 Shareholder means a person who holds any equity share(s) of ISE. 2.5 Trading Member means a stock broker of any segment of ISE and registered with SEBI as such under the SEBI (Stock Brokers Sub-brokers) Regulations, 1992. 2.6 Words and expressions used and not defined in the 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... bscribe to, and the offer, issue and allotment of equity shares of ISE pursuant to this clause shall not be considered as being an invitation, offer, issue or allotment to the public. 5. Governing Board 5.1 The first Governing Board on re-registration shall comprise of Directors as are named as first directors in the Articles of Association of ISE, subject to the condition that the representatives of a trader or dealer does not exceed one-fourth of the total strength of the Governing Board. 5.2 The Governing Board, on and from the Due Date, shall be constituted in accordance with the provisions of the articles of association of ISE in force from time to time: Provided that (i) the representation of stock brokers, trading members or clearing members of any stock exchange or clearing corporation does not exceed one-fourth of the total strength of the Governing Board, and the remaining directors are appointed in the manner as may be specified by SEBI from time to time, and (ii) the Chief Executive, by whatever name called, is an ex-officio director. 5.3 Notwithstanding anything contained in clause 5.2, SEBI may nominate directors on the Governing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rs or Dealers on or before the Due Date. 8.8 Trading Members shall be bound by all the obligations and liabilities towards their clients and constituents, SEBI, ISE, ISE Securities Services Ltd. and other authorities or other persons arising out of or under any act, omission or contract or law, notification, order, direction, etc., while being Traders or Dealers on or before the Due Date. 9. Shareholding Rights 9.1 ISE shall ensure that atleast 51% of the equity shares are held by public, other than shareholders having trading rights and the Participating Stock Exchanges, in the manner and within the period prescribed in sub-section (8) of section 4B of the SCRA. 9.2 On and from the Appointed Date, ISE shall ensure that public, other than shareholders having trading rights and the Participating Stock Exchanges, continuously hold atleast 51% of the equity shares. 9.3 On and from the Due Date, no shareholder, who is a Trading Member, shall have voting rights (taken together with the voting rights held by him and by persons acting in concert with him) exceeding 5% of the voting rights in ISE. 10. Memorandum and Articles of Association, etc. 10.1 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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