TMI BlogOrder under Section 4B (6) read with Section 4B (7) of the Securities Contracts (Regulation) Act, 1956 in the matter of the Stock Exchange - Ahmedabad (Corporatisation and Demutualisation) Scheme, 2005.X X X X Extracts X X X X X X X X Extracts X X X X ..... ration, ASE, vide its letter dated March 9, 2005, informed that it has incorporated Ahmedabad Stock Exchange Limited under the Companies Act, 1956 for the purpose of assisting, regulating or controlling the business of buying, selling or dealing in securities as a recognised stock exchange, vide Certificate of Incorporation dated March 4, 2005, to succeed ASE. Thereafter, SEBI, vide its letter dated May 25, 2005, advised ASE 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 ASE. 3.0 Accordingly, ASE, vide its letter dated June 10, 2005, submitted a revised Scheme for its corporatisation and demutualisation. SEBI made enquiries and obtained information from ASE through a meeting on June 24, 2005. Based on the discussions during the said meeting, ASE desired to submit a further revised scheme. 4.0 Thereafter, ASE, vide its letter dated June 29, 2005, submitted a further revised Scheme for its corporatisation and demutualisation (hereinafter referred to as the Scheme ) for approval to SEBI in accordance with the provisions of the SCRA. 5.0 The Scheme, i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... and Exchange Board of India if the issue of shares for a lawful consideration or provision of trading rights in lieu of membership card of the members of a recognised stock exchange or payment of dividends to members have been proposed out of any reserves or assets of that stock exchange . 6.2 It is the spirit of section 4B (3) of SCRA that the assets and reserves of the exchange should not be used for the benefit or enrichment of the trading members at any point of time and should be used only for exchange operations. This is to ensure that the assets and reserves built from the support of the public system are used only for public purpose and that the Exchange continues to operate as an exchange. Such assets and reserves should also not be used for the benefit or enrichment of any particular section, for example the shareholders / stock brokers of the exchange. 6.3 Further, the said clause 7.3 is not necessary for or incidental to the purpose of and in connection with the corporatisation and demutualisation of ASE. Hence, the said clause 7.3 of the Scheme is hereby deleted. 7.0 SEBI, having considered the Scheme and on being satisfied that it would be in the inte ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he Order under sub section (7) of section 4B of the SCRA. 2.3 Governing Board means the Board of Directors of ASEL. 2.4 Member means a person who is a member of ASE as per the register of members maintained by ASE under Rule 64 of the Rules, Bye-Laws and Regulations, 1957 of ASE. 2.5 Record Date means the date, prior to the Due Date, fixed by the Governing Board of ASE for determining the Members who will be entitled to shares of ASEL pursuant to clause 4 of this Scheme. 2.6 Shareholder means a person who holds any equity share(s) of ASEL. 2.7 The Stock Exchange - Ahmedabad (ASE) means an unincorporated association of persons having its principal place of business at Kamdhenu Complex, Opposite Sahjanand College, Panjarapole, Satellite, Ahmedabad- 380 015, which has been recognised as a stock exchange by and under notification No. SRO 2945 dated 16th September,1957 and permanently recognised as a stock exchange by and under notification No. S.O. 107(E) vide F.No.: F.1/32/SE/80 dated 1st March, 1982 by the Central Government under the SCRA. 2.8 Trading Member means a stock broker of ASEL and registered with SEBI as such under the SEBI (Stock ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ties on any recognised stock exchange. 6. Transfer to ASEL Pursuant to this Scheme, on and from the Due Date: 6.1 all assets, properties, undertakings, business, books, records, registers, funds, reserves, rights (including, in particular, intellectual property rights, leasehold rights, tenancy rights if any and all rights of nomination of former Members which have vested in ASE), powers, authorities, interests, privileges, exemptions, permissions, licenses, registrations and recognitions (including, in particular, the recognition of ASE as a recognized stock exchange under the SCRA) of or belonging to or in the possession or control of ASE or to which ASE may be entitled, including those held by any trustees in trust for ASE or for the Members of ASE or for the objects and purposes of ASE, and including those vested in or held by any committee of ASE, shall stand transferred to and shall vest in and shall be in the possession or control of and shall become the entitlement of ASEL, and ASEL shall have the same right, title and interest therein or thereto as ASE and such trustees or committees had immediately prior to the Due Date. 6.2 all obligations and liabili ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... complies with requirements and brings in specified fees and deposits as specified in the Rules, Bye-laws and Regulations of ASEL. 8.4 ASEL shall, for the purpose of admitting any person as a Trading Member, follow uniform standards in terms of capital adequacy, deposits, fees, etc. irrespective of mode of acquisition of trading right by that person: Provided that different standards may be followed for admission of a person as a Trading Member who has acquired trading right by way of transmission. 8.5 A Trading Member may surrender his membership to ASEL in the manner specified in the Rules, Bye-laws and Regulations of ASEL. 8.6 Irrespective of the date or mode of acquisition of trading right, the Trading Members of ASEL shall have uniform rights and privileges: Provided that ASEL may, with the prior approval of SEBI, grant additional privileges to those Trading Members who were Members on the day preceding the Due Date. 8.7 Trading Members of ASEL 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... shall be carried out by the clearing and settlement mechanism as used by ASE at present or in such other manner as the Governing Board may determine. 13. Utilisation of Assets and Reserves 13.1 ASEL shall not do anything contrary to the provisions of section 4B (3) of the SCRA. 13.2 Without prejudice to the generality of the provisions in clause 13.1, ASEL shall not use the assets and reserves of ASE, as on the date of publication of this Scheme, transferred to it under clause 6.1 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. 14. Compliance with this scheme 14.1 ASE and ASEL, as the case may be, shall ensure compliance with the provisions of this Scheme at all times and shall not do anything contrary to the provisions of this Scheme. 14.2 Without prejudice to the generality of the provisions in clause 14.1, ASE and ASEL, as the case may be, shall contin ..... X X X X Extracts X X X X X X X X Extracts X X X X
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