Proceedings of the meeting of the Empowered Committee with the shareholders of the Exchange held on Friday, 11th May 2007 at 4.30 P.M. in the Trading Hall of the Exchange at 7, Lyons Range, Kolkata – 700 001
1) Shri N.P. Bagchee, IAS (Retd.) : Chairman
2) Shri Sunil Mitra, IAS : Member
3) Shri Dipankar ChatterjI, FCA : Member
4) Shri Talleen Kumar, IAS : Member
5) Shri P.K.Ray : O.S.D, CSE - Member
6) Shri Kalyan Mukhopadhyay : Joint Secretary & DGM, CSE - Member
7) Shri M.A.V.Raju : DGM, CSE – Member Secretary
1) Shri Arindam Guha : Executive Director, PWC
2) Shri Anindya Mullick : Project Manager, PWC
3) Shri Hari Shridhar : Consultant PWC
All members of the Empowered Committee attended the meeting.
Seventy Three shareholders of the Exchange attended the meeting.
The Chairman invited the shareholders to the meeting. At the outset the Chairman informed the Shareholders that the Proceedings of the last meeting of the Empowered Committee with the Shareholders held on 28th March 2007 had been displayed on the Notice Board of the Exchange as well as posted on the Website of the Exchange for information of all concerned. As certain important developments have taken place since the last meeting, it was considered necessary to update the shareholders about the latest status of divestment process and hence the present meeting has been convened. Thereafter the Chairman requested Shri Arindam Guha to state in brief the developments regarding demutualization program. Accordingly, Shri Guha stated about the receipt of only one Expression of Interest from WBIDC and four letters received from BSE, WBIDFC, Allahabad Bank and United Bank of India expressing their prima-facie interest in the demutualization process of the Exchange. He further stated that in view of inadequate response to the invitation for EOI, the process earlier proposed for induction of strategic partner/investor through bidding has to be changed to a process of induction through negotiation.
The Chairman requested Shri Sunil Mitra to elaborate on the proposals received. Shri Mitra informed the shareholders that as suggested by PWC the bidding process has to be discontinued and steps be taken for induction of investors through negotiation. Since, the process needs legal backing, the change of course will have to be publicly notified. For that an opinion is being sought from a senior legal counsel of repute. Shri Mitra further stated that in the EGM scheduled to be held on 23rd May 2007, shareholders approval is proposed to be taken on splitting of the existing shares as well as election of two shareholders representatives on the Empowered Committee. The inclusion of shareholders representatives in the Empowered Committee will enable the Empowered Committee to take care of shareholders interest during divestment. Shri Mitra further stated that the Managing Director and an Independent Director of BSE visited the Exchange on 7th May 2007 and had a preliminary discussion with the Empowered Committee. BSE was of the view that they would like to come in as a strategic partner and for this they requested the Empowered Committee to obtain shareholders consent as to whether the shareholders would be willing to accept their proposal. The shareholders were accordingly requested to give their views and in response the shareholders present unanimously gave their consent by show of hands to accept BSE’s proposal. Shri Mitra further informed the shareholders that subject to the legal opinion from a senior legal counsel, it is proposed to include by way of election or nomination three to five representatives of shareholders of the Exchange in a “Negotiation/Disinvestment Group” who would negotiate with the intending investors and report to the Empowered Committee for their consideration. In view of the time constraint for completion of demutualization process, the shareholders may need to propose a resolution for election/nomination of three to five shareholders’ representatives in modification of the proposed resolution already circulated for election of two representatives to the Empowered Committee.
In reply all shareholders present at the meeting expressed their full support and co-operation to the proposals and assured the Empowered Committee that they would take necessary steps in this regard for which they have the full support from the shareholders.
While taking part in the discussions, Shri Dipankar Chatterji informed the shareholders that the Empowered Committee has advised the Exchange to take steps for taking legal opinion from a senior counsel of repute available at present in town for all matters relating to the demutualization exercise. Accordingly, Shri Anindya Mitra, senior counsel of repute available at present has given his consent for advising the Exchange.
Before the conclusion of the meeting Shri Binay Agarwal, a shareholder of the Exchange, expressed his sincere thanks on behalf of all shareholders present at the meeting to the Empowered Committee for its efforts in convincing the State Government to extend its support for the dumutualisation/divestment process of the Exchange and also for giving effect to the suggestions given by the shareholders earlier to the Empowered Committee.
There being no other business, the meeting ended with a vote of thanks to the Chair.