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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 Jaipur Stock Exchange Limited (Corporatisation and Demutualisation) Scheme, 2005.

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..... iness at Stock Exchange Building, JLN Marg, Malviyanagar, Jaipur 302 017. It is required 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 JSEL, vide its letter dated January 27, 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. Vide letter dated March 28, 2005, it submitted that the Registrar of Companies, Rajasthan, Jaipur has converted JSEL, a company limited by guarantee to that of a company limited by shares vide Form No.5, recorded under document .....

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..... s Annexure A. 7.0 JSEL 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 rights 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/49399/2005] M. DAMODARAN, Chairman Encl: Annexure A Annexure A THE JAIPUR STOCK EXCHANGE LIMITED (CORPORATISATION AND DEMUTUALISATI .....

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..... tered under the Companies Act, 1956 vide registration no. 2861, having its registered office at Stock Exchange Building, JLN Marg, Malviyanagar, Jaipur 302 017, and recognised as a stock exchange by the Central Government under the SCRA. 2.4 Member means a person who is a member of JSEL as per the register of Members maintained by it. 2.5 Shareholder means a person who holds any equity share(s) of JSEL. 2.6 Trading Member means a stock broker of JSEL and registered with SEBI under the SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992. 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 Compa .....

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..... 4.3 The invitation to subscribe to, and the offer, issue and allotment of equity shares of JSEL pursuant to this clause shall not be considered as being an invitation, offer, issue or allotment to the public. 5. Listing of Shares . JSEL may at any time list its securities on any recognised stock exchange. 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, who is registered as a stock broker on the day preceding the Due Date, shall become a Trading Member on the Due Date. 7.2 A Member who is not registered as a stock broker on the day preceding the Due Date shall become a Trading Member .....

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..... ons arising out of or under any act, omission or contract or law, notification, order, direction, etc. while trading on JSEL before Due Date. 8. Shareholding Rights 8.1 JSEL 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 the SCRA. 8.2 On and from the Appointed Date, JSEL shall ensure that public other than shareholders having trading rights continuously hold at least 51% of equity shares. 8.3 On and from Due Date, no Shareholder, who is a Trading Member, shall have voting rights (taken together with voting rights held by him and by persons acting in concert with him) exc .....

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..... 2 Without prejudice to the generality of the provisions in clause 11.1, JSEL shall not use its 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 Scheme or for the business operations of stock exchange. 12. Compliance with this Scheme 12.1 JSEL shall ensure compliance with the provisions of this Scheme at all times and shall not do anything contrary to the provisions of this Scheme. 12.2 JSEL shall report compliance with the provisions of thi .....

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