DEMUTUALISATION
SCHEME BY CALCUTTA STOCK EXCHANGE
The Securities and Exchange Board of India has approved the
Demutualisation Scheme of The Calcutta Stock Exchange Association Ltd vide its
Order No. SEBI/MRD/48106 /2005 dated August 29, 2005 and the same has been
notified in the Official Gazette [S.O. no 1199(E)] on the same date. The
approved Scheme is given below:
The Calcutta Stock Exchange Association Ltd. (Demutualisation)
Scheme, 2005
The Securities and Exchange Board of India has approved the Demutualisation Scheme of The Calcutta Stock Exchange Association Ltd vide its Order No. SEBI/MRD/48106 /2005 dated August 29, 2005 and the same has been notified in the Official Gazette [S.O. no 1199(E)] on the same date. The approved Scheme is given below:
The Securities and Exchange Board of India has approved the Demutualisation Scheme of The Calcutta Stock Exchange Association Ltd vide its Order No. SEBI/MRD/48106 /2005 dated August 29, 2005 and the same has been notified in the Official Gazette [S.O. no 1199(E)] on the same date. The approved Scheme is given below:
The Calcutta Stock Exchange Association Ltd. (Demutualisation)
Scheme, 2005
1. Title and Commencement
1.1 This Scheme shall be called The Calcutta
Stock Exchange Association Ltd. (Demutualisation) Scheme, 2005 (hereinafter referred to as this Scheme")
and 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).
1.2 The Calcutta Stock
Exchange Association Ltd. (hereinafter referred to as CSEA) shall be
demutualised in accordance with this Scheme on and from the Appointed Date as
may be notified by the Securities and Exchange Board of India (hereinafter
referred to as SEBI) in respect of CSEA under Section 4A of the SCRA:
Provided that the activities specified in the respective clauses
of this Scheme shall be implemented as per the time schedule specified in those
clauses.
2. Definitions
In this Scheme, unless the context otherwise requires, -
In this Scheme, unless the context otherwise requires, -
2.1 "Due Date"
means the date, as may be determined by the Governing Board or the
Administrator, as the case may be, 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 CSEA.
2.3 "Member"
means a person who is a member of CSEA on the day preceding the Due Date as per
the Register of Members maintained by it.
2.4 "Shareholder"
means a person who holds any equity share(s) of CSEA on or after the Due Date.
2.5 "The Calcutta
Stock Exchange Association Limited" (CSEA) means the Company limited
by shares, registered under the Companies Act, 1913 vide registration no. 4707
of 1923-24, having its Registered Office at 7, Lyons Range, Kolkata 700001,
which has been recognized as a stock exchange by the Central Government under
the SCRA, on a permanent basis.
2.6 "Trading Member"
means a stock broker of CSEA and registered with SEBI as such 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 Companies
Act, 1956, the rules and regulations made under these Acts, the Memorandum and
Articles of Association, Rules, Bye-Laws and Regulations of CSEA, shall have
the same meaning respectively assigned to them in the above mentioned Acts,
memorandum and articles, rules, bye-laws and regulations.
3. Memorandum and Articles of Association, etc. of CSEA
3.1 CSEA shall incorporate the provisions of this Scheme
appropriately in its memorandum and articles of association and the rules,
bye-laws and regulations on or before the Due Date.
3.2 The memorandum and articles of association and the rules,
bye-laws and regulations of CSEA may be amended after the Due Date in
accordance with the applicable laws, provided that no such amendment is
inconsistent with any provision of this Scheme.
4. Governing Board of CSEA
4.1 On and from the Due Date or on expiry of the period
of supersession under Section 11 of SCRA, whichever is later, the Governing
Board shall be constituted in accordance with the provisions of the Articles of
Association of CSEA in force from time to time, provided that-
(i) the representation of Trading
Members 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.
4.2 Notwithstanding anything contained in clause 4.1, SEBI may
nominate directors on the Governing Board as and when deemed fit.
5. Listing of Shares of
CSEA
CSEA may at any time list its securities on any recognized stock
exchange.
6. Demutualisation
6.1 A Trading Member may or may not be a Shareholder.
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 on being registered as a
stock broker under SEBI (Stock Brokers and Sub-Brokers) Regulations, 1992
within 3 months from the Due Date.
7.3 After the Due Date, a
person desirous of becoming a Trading Member shall be admitted if he complies
with the requirements and brings in fees and deposits as specified in the
rules, bye-laws and regulations of CSEA.
7.4 CSEA 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.
7.5 A Trading Member may
surrender his membership to CSEA in the manner specified in the rules, bye-laws
and regulation of CSEA.
7.6 Irrespective of the date
or mode of acquisition of trading right, the Trading Members shall have uniform
rights and privileges.
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 being Members on or before the Due Date.
7.8 Trading Members shall be
bound by all obligations and liabilities towards their clients and
constituents, SEBI, CSEA and other authorities or other persons arising out of
or under any act, omission or contract or law, notification, order, direction,
etc. while being Members on or before the Due Date.
8. Shareholding Rights
8.1 A Member shall become a shareholder on the Due Date.
8.2 CSEA 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.
8.3 On and from the Appointed Date, CSEA shall ensure that public
other than shareholders having trading rights continuously holds at least 51%
of equity shares.
8.4 On and from the 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) exceeding 5% of the voting rights in
CSEA.
9. Transfer of Clearing and Settlement functions
9.1 CSEA shall, within two years of the Due Date, subject to
the prior approval of SEBI, transfer the duties and functions of the clearing
house of the Exchange to a Clearing Corporation, recognized under the SCRA.
9.2 Until the duties and functions of the clearing house are
transferred as provided in clause 9.1, the clearing and settlement functions in
relation to trading on CSEA, shall be carried out by the clearing and
settlement mechanism as used by CSEA at present or in such other manner as the
Governing Board or the Administrator, as the case may be, may determine.
10. Utilisation of Assets and Reserves
10.1 CSEA shall not do anything contrary to the provisions of
Section 4B (3) of the SCRA.
10.2 Without prejudice to the generality of the provisions of clause
10.1, CSEA 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.
11. Compliance with this Scheme
11.1 CSEA shall ensure compliance with the provisions of this
Scheme at all times and shall not do anything contrary to the provisions of
this Scheme.
11.2 CSEA shall report compliance with the provisions of this Scheme
in such manner as may be required by SEBI from time to time.
12. Removal of Difficulties
If any difficulty arises in giving effect to the provisions of
this Scheme, SEBI may, at the written request of CSEA, relax any of the
provisions of this Scheme.
Reference:
https://www.cse-india.com/Pri_cont/dem_sch
Knowledge increases by sharing but not by saving !
Ravi Garg
Company Secretary
91-7838204665,
csravi2014@gmail.com
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